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
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
On August 19, 2021, the DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), for the offering of $45,000,000 worth of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
Pursuant to the Purchase Agreement, on August 31, 2021, the Company and the Purchaser agreed that the Company would issue and sell to the Purchaser, and the Purchaser would purchase from the Company, 27,297,995 shares of Common Stock for total proceeds to the Company, net of discounts of $3,300,000, at an effective price of $ $0.120888 per share (the “Closing”).
The number of shares of common stock outstanding immediately after the Closing was 4,851,846,094 shares. The Company expects to receive approximately $2,885,000 in net proceeds from the Closing and after deducting the fees and other estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the Closing for working capital and for general corporate purposes.
The Shares will be issued to the Purchaser in a registered direct offering pursuant to which the Shares will all be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-257826), which was initially filed with the SEC on July 12, 2021, and was declared effective on August 18, 2021 (the “Shelf Registration Statement”). A prospectus supplement for the Closing was filed on August 31, 2021 and is available on the SEC’s website at http://www.sec.gov.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 24, 2021.
The Company is filing the opinion of its counsel, Business Legal Advisors, LLC, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Shelf Registration Statement.
This Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions, or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required not by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 5.1 | Opinion of Business Legal Advisors, LLC |
| 23.1 | Consent of Business Legal Advisors, LLC (contained in Exhibit 5.1 hereto) |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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: August 31, 2021 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
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