DPLS 8-K
DarkPulse, Inc. (DPLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event
reported):
Commission File Number
(Exact name of small business issuer as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 23, 2026, DarkPulse, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends Article IV of the Company's Certificate of Incorporation to provide that the total number of common shares authorized for issuance shall be 20,000,000,000 with a par value of $0.0001 per share. The authorized preferred shares remain at 2,000,000 with a par value of $0.01 per share.
The Certificate of Amendment was adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware and will become effective as of March 1, 2026.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of DarkPulse, Inc., filed with the Secretary of State of the State of Delaware on February 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DarkPulse, Inc.
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| Date: February 27, 2026 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
DARKPULSE, INC.
DarkPulse, Inc., a Delaware corporation (the “Corporation”) does hereby certify that:
FIRST: The name of the Corporation is DarkPulse, Inc.
SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended, and any amendments thereto (the “Charter”), last amended by a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State on October 8, 2025.
THIRD: Article IV be amended so that, as amended, said Article shall be and read as follows:
“The total number of common shares authorized for issuance for the corporation shall be 20,000,000,000 with a par value of $0.0001 per share. The authorized preferred shares shall remain at 2,000,000 with a par value of $0.01 per share.”
FOURTH: This amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.
FIFTH: This Certificate of Amendment shall become effective as of March 1, 2026.
* * * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this day of February 23, 2026.
| DARKPULSE, INC. | ||
| By: | /s/ Dennis O’Leary | |
| Name: | Dennis O’Leary | |
| Title: | Chief Executive Officer | |