UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

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): May 10, 2021

 

Commission File Number 000-18730

 

DARKPULSE, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   87-0472109

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1345 Ave of the Americas, 2nd Floor, New York, NY 10105

(Address of principal executive offices)

 

800-436-1436

(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 1.01 Entry Into A Material Definitive Agreement.

 

On May 10, 2021, DarkPulse, Inc., a Delaware corporation (the “Company”), entered into Heads of Terms (the “Terms”) with Remote Intelligence LLC (“Remote Intelligence”) and Unleash live, Inc. (“Unleash live,” together, with the Company and Remote Intelligence, the “Parties”) pursuant to which the Parties will work together to develop an integrated solution for the monitoring of methane. If successful, the Parties will combine their respective technologies to provide an end-to-end detection, visualization and inspection response solution and demonstrate the effectiveness of the solution in identifying methane leaks along oil and gas pipelines and around oil and gas wells. While all pre-existing intellectual property and all proprietary data will remain for the respective owner’s exclusive use, in the event that the Parties are unable to develop the solution or are unable to agree on how to advance this collaboration beyond the Terms, the Parties will be permitted to use, for their own internal purposes, the findings made as a result of their collaboration pursuant to the Terms. Unless terminated, in writing, by any Party, the Terms terminate December 31, 2021.

 

Item 7.01 Regulation FD Disclosure.

 

On May 13, 2021, the Company, issued press release which announced the Company has entered into the Terms. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.

 

The press release may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
99.1 Press Release dated May 13, 2021

 

 

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.

 

 

DarkPulse, Inc.

 

   
Date: May 13, 2021 By: /s/ Dennis O’Leary
    Dennis O’Leary, Chief Executive Officer

 

 

 

 

 

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Exhibit 99.1

 

DarkPulse, Inc. Signs Commercial Collaboration Heads of Terms with Global A.I. Company, Unleash live

 

NEW YORK, New York –May 13, 2021 – Dark Pulse, Inc. (OTC Markets: DPLS) (“DarkPulse” and the “Company”), a technology company focused on the manufacture, sale, installation, and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology (the “DarkPulse Technology”), which provides a data stream of critical metrics for assessing the health and security of infrastructure, announces that the Company has signed Commercial Collaboration Heads of Terms with Unleash live, a company headquartered in Sydney, Australia.

 

Unleash live is a global A.I. video analytics enterprise solution provider with a track record of successful deployments worldwide. Their A.I. powered computer vision delivers actionable insights in real-time using live video streams from any camera, for their customers to increase accuracy, improve safety, drive down costs, and improve productivity.

 

“Unleash live’s interactive A.I. platform will be integrated with DarkPulse’s leading edge monitoring services to provide ‘Anywhere Any Device’ capabilities in real time for our customers,” said DarkPulse Chairman and CEO, Dennis O’Leary. “This collaboration will allow for the real time storage and retrieval of real world data collected via DarkPulse’s patented BOTDA systems, create cyber-safe private network service offerings, and deliver actionable insights immediately.”

 

About Unleash live

 

Unleash live is a video analytics platform combining vision and A.I. analytics to remove the guesswork from running remote infrastructure operations.

 

Their solutions measure reality for large scale enterprises by:

 

· connecting camera devices into a centralised account to let authorised people view live streams from anywhere; and
· immediately applying the latest A.I. analytics on these video streams, and feeding the resulting insights into client’ workflows to alert and report, all without any disruption to their clients’ operations.

 

With Unleash live, their clients improve operational efficiencies, save costs, and increase productivity.

 

For more information, visit http://www.Unleashlive.com

 

 

 

 

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About DarkPulse, Inc.

 

DarkPulse, Inc. uses advanced laser-based monitoring systems to provide rapid and accurate monitoring of temperatures, strains and stresses. The Company’s technology excels when applied to live, dynamic critical infrastructure and structural monitoring, including pipeline monitoring, perimeter and structural surveillance, aircraft structural components and mining safety. The Company's fiber-based monitoring systems can assist markets that are not currently served, and its unique technology covers extended areas and any event that is translated into the detection of a change in strain or temperature. In addition to the Company’s ongoing efforts with respect to the marketing and sales of its technology products and services to its customers, the Company also continues to explore potential strategic alliances through joint venture and licensing opportunities to further expand its global market position.

 

For more information, visit www.DarkPulse.com

 

Safe Harbor Statement

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Media contact:

 

DarkPulse Solutions, Inc.

 

doleary@DarkPulse.com

 

 

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