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): June 25, 2021
Commission File Number 000-18730
DARKPULSE, INC.
(Exact name of small business issuer as specified in its charter)
| Delaware | 87-0472109 | |
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(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 June 25, 2021 (the “Effective Date”), DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a Letter of Intent (the “LOI”) with TerraData Unmanned, PLLC, a Florida limited liability company (“TerraData”) pursuant to which the Company agreed to pay the majority shareholder of TerraData $200,000 of restricted shares of Common Stock of the Company and $400,000 to be paid 12 weeks from closing in exchange for 60% ownership of TerraData. The LOI terminates 60 days from the Effective Date. Closing is contingent upon customary due diligence and the execution of a definitive agreement.
| Item 7.01 | Regulation FD Disclosure. |
On June 30, 2021, the Company issued press release which announced the LOIs. 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 March 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 June 30, 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.
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DarkPulse, Inc.
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| Date: June 30, 2021 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
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Exhibit 99.1
DarkPulse, Inc. Announces Letter of Intent to Acquire
TerraData Unmanned, PLLC, a Drone Based Company
Offering Multiple Platforms Including Underwater Capabilities
NEW YORK, New York –June 30, 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, today announced the signing of a Letter of Intent (the “LOI”) to acquire TerraData Unmanned, PLLC a drone based company offering multiple platform capabilities including underwater inspection services (“TerraData”). TerraData offers fully integrated, drone based, geo-rectified, 3D modeled mapping for industrial applications including transportation departments, water management agencies, and engineering firms. TerraData inspects culverts, bridges, piers, dam and lock systems, water treatment facilities and more.
TerraData provides unique services critical in countering the increasing public safety concern related to bridges, culverts, dams, and similar infrastructure. TerraData’s ROV Inspection Services are needed more than ever as the United States struggles to assess conditions and deterioration of aging infrastructure. Specializing in underwater inspection through their unmanned vehicles (UUV), TerraData mitigates the safety concerns surrounding human divers.
TerraData will join DarkPulse’s growing list of world-class capabilities and the Company’s positioning as the leader in infrastructure sensing and monitoring in all domains, air, land, and sea. “We are excited to be joining the DarkPulse family alongside Remote Intelligence, and Wildlife Specialists. We at TerraData are motivated by the foundation, vision, strategy, and business culture DarkPulse has assembled. Leveraging the expertise and experience of members across these teams, our group is certain to accomplish the intended goal of becoming collectively, a true end-to-end solutions provider” stated TerraData COO Justin Dee.
“As DarkPulse continues to build best in class technology service offerings to the critical infrastructure/key resources market we look for teams such as TerraData to bring experienced personnel and leading-edge equipment allowing the Company to operate AI assisted inspection services in all mediums including land, sea and air.” said DarkPulse CEO Dennis O’Leary. “TerraData’s ability to work in difficult marine environments with accuracy, efficiency, and expert results while eliminating risk to humans is a game-changer,”
Under the terms of the LOI, DarkPulse would acquire 60% of the issued and outstanding voting capital stock or equity interests of TerraData in exchange for restricted shares of the common stock of the Company worth $200,000 with the price per share to be stated in the definitive agreement and $400,000 to be paid within 12 weeks of closing. The parties anticipate that the execution and closing of the Definitive Agreement would occur simultaneously. As a result of the Closing, the Company would become a subsidiary of DarkPulse. Post-closing, we expect that additional cash will be invested in TerraData’s ongoing operations, to be applied towards working capital and expansion of the business.
Final terms of the acquisition will be conclusively determined in a definitive agreement. Completion of the acquisition is subject to customary due diligence and documentation provisions and any necessary share issuance requirements and approvals.
About TerraData Unmanned PLLC
TerraData Unmanned provides unmanned aircraft system (UAS) and remotely operated vehicle (ROV) services and consulting to both commercial and government clients. Using largely proprietary UAS, TerraData provides photogrammetry and modeling services to the mining and construction industries in the form of 3D modeling and mapping, volumetric analysis of stockpiles, and erosion calculations for mine ponds. With use of ROVs, they also support engineering firms and water management districts with the inspection of subsurface structures such as submerged RCP/CMP culverts and the same techniques and hardware are applied to piers, bridges, and alike. They also provide consulting services in the form of aircraft development and testing, UAS assessment and acquisition, and UAS program development and integration. TerraData’s personnel are not only Part 107 Certified but have operated UAS on 5 continents, 10 countries, and more than 10 states during their careers to date. With over 30 years of combined experience in the UAS industry, the TerraData team is often sought out to work with and solve complex problems for commercial, military, and government clients around the world.
For more information, visit https://terradataunmanned.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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