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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):
December 23, 2021
Commission File Number 000-18730
DARKPULSE,
INC.
(Exact name of small business issuer as specified
in its charter)
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Delaware
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87-0472109
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1345
Ave of the Americas, 2ndFloor, 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable.
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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. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 23, 2021, pursuant to the approval
of the Board of Directors and a majority vote of the holders of Series D Preferred Stock of DarkPulse, Inc., a Delaware corporation (the
“Company”), the Company amended the Certificate of Designation for the Series D Preferred Stock. Pursuant to the amendment,
Section 4 was changed to the following:
4. Conversion.
Each share of Series D Stock shall be convertible, at the sole and exclusive election of the holder of such share of Series D Preferred
Stock, into two (2) shares of Common Stock of the Corporation.
The Certificate of Amendment is filed as Exhibit
3.01 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: December 27, 2021
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By:
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/s/ Dennis O’Leary
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Dennis O’Leary, Chief Executive Officer
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Exhibit 3.1
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF
PREFERENCES AND RIGHTS OF
SERIES D PREFERRED STOCK
OF
DARKPULSE, INC.
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State
of Delaware
Secretary of State
Division of Corporations
Delivered 12:02 PM 12/23/2021
FILED 12:02 PM 12/23/2021
SR 20214202203 - File Number 2215728
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DarkPulse,
Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies
that:
FIRST: The name of the
Corporation is DarkPulse, Inc. The Corporation was originally incorporated under the name “Klever Marketing, Inc.”
SECOND: The Corporation’s
Certificate of Designation of Preferences and Rights of Series D Preferred Stock was filed with the Secretary of State of the State of
Delaware on July 12, 2018.
THIRD:
The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the Delaware General Corporation
Law (the “DGCL“) adopted resolutions to amend Paragraph 4 of the Certificate of Designation of Preferences and Rights
of Series D Preferred Stock to read in its entirety as follows:
4. Conversion.
Each share of Series D Stock shall be convertible, at the sole and exclusive election of the holder of such share of Series D Preferred
Stock, into two (2) shares of Common Stock of the Corporation.
FOURTH: This Certificate
of Amendment to the Certificate of Designation of Preferences and Rights of Series D Preferred Stock was duly adopted by the Corporation’s
directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.
[Remainder of page intentionally
left blank. Signature page follows.]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Designation of Preferences and Rights
of Series D Preferred Stock to be signed and attested this 22nd day of December 2021.
DARKPULSE, INC.
/s/ Dennis O’Leary
Dennis O’Leary
Chief Executive Officer