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): October 3, 2023
Commission File Number 000-18730
DARKPULSE,
INC.
(Exact name of small business issuer as specified
in its charter)
| 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.) |
815
Walker Street, Suite 1155, Houston,
TX 77002
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| 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. ☐
| Item 7.01 |
Regulation FD Disclosure. |
On October 3, 2023, DarkPulse, Inc., a Delaware
corporation (the “Company”), issued a press release announcing a letter to the shareholders from its CEO, Dennis O’Leary.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The furnishing of the
press release is not an admission as to the materiality of any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more complete information included in the Company’s filings
with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made
and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information
contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be
made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this
Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated
by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(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:
October 3, 2023 |
By: |
/s/ Dennis O’Leary |
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Dennis O’Leary, Chief Executive Officer |
Exhibit 99.1
DarkPulse, Inc. Provides Letter to Shareholders
from CEO
HOUSTON, Texas, October 3, 2023, DarkPulse, Inc. (OTC: DPLS) (“DarkPulse”,
“DPLS", or "the Company") today issued a letter to shareholders from CEO Dennis O’Leary.
A Letter to Shareholders from the Founder &
CEO of DarkPulse, Inc.
Dear fellow shareholders,
As we enter
the fourth quarter and ultimately into a new year and first quarter of 2024, I find myself optimistic about what lies ahead for DarkPulse.
Despite 2023 being one of the harder macroeconomic years in recent history, and with some of our own operating challenges, we find ourselves
positioned on a positive growth trajectory.
While there
were challenges this year, all companies operating in large, global markets often find conditions highly dynamic. However, these environments
offer many benefits by design while simultaneously can also lead to rapidly changing market conditions in which many companies find themselves
facing headwinds.
Over the
last several months, we took a hard look across the company, business by business, and asked ourselves about each entity’s
initiative’s, long-term potential to drive revenues, and return on investment. In some cases, it led to us shuttering certain businesses. Optilan
while beginning a turn in the right direction, continued to struggle due to legacy debts related to the COVID 19 and operational inefficiencies.
We decided it was in the best interests of shareholders to allow the company to enter the insolvency process. While we have deconsolidated
the assets of Optilan, DarkPulse retained the wealth of knowledge and industry contacts it required to continue its growth plan. DarkPulse
has retained two of the most “assets” of Optilan, the first is Optilan’s customers. Optilan had built strong relationships
with its customers over the many years of operating and we feel we are positioned to continue those relationships. The second “asset”
is Optilan’s engineering and system installation knowledge, which DarkPulse required in order to successfully sell and install our
own product and services. In addition, we are working to acquire certain assets of Optilan we feel serve our business plans for the future.
We will continue focus on company growth and increasing
shareholder equity with an emphasis on long-term profitability and cash management. We chose to prioritize growth over profits because
we believed that scaling into a dominant market position is essential to achieving the full potential of our business plans. We continue
to look globally and have established a UK-based subsidiary named DarkPulse Ltd. We have also begun the process of incorporating subsidiaries
in India, Oman and Turkey as part of our plan to shift away from near-term acquisitions and focus on organic growth of the Company. We
will continue to build our global expansion into key markets well into 2024 as we focus on full scale manufacturing of our sensor hardware
and building market share into critical infrastructure markets.
Updates Through Q3
During 2023 we have accomplished the following
milestones:
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We signed a Master Services Agreement (MSA) with Sanmina Corp (NASDAQ:SANM)
for the manufacture and global delivery logistics of our patented hardware as well as the creation of software for the system’s
user interface. We anticipate the issuance of a purchase order to Sanmina for the manufacturing of 200 Brillouin
Optical Time-Domain Analyser (“BOTDA”) Units in Q4. |
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Deconsolidation of Optilan UK Ltd completed. |
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We have successfully registered the entity “DarkPulse Ltd”
in the UK and we anticipate full operations to begin in Q4. All future DarkPulse global subsidiaries are slated to be operated under DarkPulse
Ltd (UK). |
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We are in process of registering additional DarkPulse entities in India,
Oman, and Turkey |
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We have begun interviewing individuals for key positions based in the
UK including Chief Global Operations Officer, Chief Technology Offer, and Chief Commercial Officer. |
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We have been invited by the German government to establish a presence
in the country and we are interested in areas near Hanover. The German Economic Development team has offered financial support and assisting
us with establishing an operations facility. |
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We appointed Craig Atkin to our Board of Directors |
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We have created a digital twin of the Honcut Bridge in Marysville,
CA and created a (“VR”) capable user interface utilizing a game engine offering customers a full AR/VR experience of
their infrastructure, such as bridges, roadways, buildings, with future integration into supervisory control and data acquisition systems
as an added value. |
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We have made advancements related to EV Dynamic Vehicle Charging offerings
and we anticipate launching “Smart Road” product/services in late Q4/ early Q1 2024. |
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We are building a Channel Partner program whereby companies will be
trained and certified for the installation of our BOTDA systems. Our distributor will assist these companies with the sale of our patented
hardware and establish a sales support team for these companies while also allowing for direct purchase our systems to certified partners. |
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We, through our subsidiary, Neurologistics, filed a provisional patent
related to the use of fiber optics as a power source for Brain Machine Interface (“BMI”) devices. |
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We are in the final development stages of an implantable laser-based
infraclavicular battery for BMI. We are also investigating the feasibility for this device to power pacemakers. |
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We are in the process of signing an agreement with a major national
institute for the manufacturing designs of our BMI hardware. |
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We are currently pursuing licensing of new intellectual property we
have deemed complementary to our BOTDA technology including the addition of plasma laser technologies that create additional sensing capabilities
and new applications for our BOTDA sensor systems. |
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We continue working toward additional system interrogator “black
box” designs with integrated components, including PC capabilities, that will eliminate the need for our customers to purchase hardware
from our competitors while offering a more complete and robust system application for use within the aerospace industry. |
Company Strategy on Technology
We will continue to push the limits on our technology
products and services with “first to market” offerings such our very high resolution BOTDA systems with fully integrated VR
capable graphical user interface (“GUI”) as a key component to implementation of our structural health monitoring systems
as the world moves towards smart cities. This is in line with our future desire to be a major player in both structural health monitoring
and Big Data as a service (BdaaS) markets.
We continue to believe we have a window of opportunity
as the competitive landscape continues to evolve at a rapid pace. Many large players continue to move towards green energy, smart cities
and an AR/VR industrial metaverse and we are devoting substantial resources toward becoming a global leader in the space. Our goal is
to remain nimble by moving quickly to solidify and extend our current market position while we evaluate and execute opportunities in related
areas. We see substantial revenue opportunity in these larger markets we are targeting and are concentrating on building our capabilities
and market presence with an eye toward long term revenues.
To maintain a level of competitiveness we have
expanded our Scope of Work with Sanmina to build the software required for our GUI. The Sanmina a team has successfully built our system’s
functionality software allowing our hardware to function efficiently. We’ve now called upon Sanmina to complete our customer GUI
capability allowing utilization anywhere in the world on any device in near real-time. The design also includes cloud-based data storage
which will enable customers to view their systems and receive critical alerts while also viewing historical data offering a full view
of their systems over longer time periods which will offer a more comprehensive view of their systems health.
Pursuing an Up list to a Senior Exchange
We have signed a Business Combination Agreement
(“BCA”) with a special purpose acquisition company, “Global System Dynamics, Inc.” (NASDAQ: GSD) who has
reserved Stock Symbol “DARK” to facilitate and up list onto NASDAQ. We are currently discussing opportunities with banking
groups to assist with the initial listing requirements of the exchange. Additionally, subject to the approval of any banking partners
associated with any up list, as part of any up list we may create a rights offering whereby existing shareholders would be eligible to
purchase shares of the Company at discount.
We believe the OTC Markets platform is not conducive
to the successful execution of our business plan including the necessity to meet certain capital requirements for successful tender (bid)
opportunities. These opportunities are ranked on a point system with a major portion of scoring linked to the financial capacity of the
company. We believe, as an OTC “penny stock,” we are disadvantaged in the bidding process due to the often very large contract
values associated with our industry focus on critical infrastructure monitoring.
Dynamic EV Charging with Integrated Smart Road
Technology
We continue our relationship with Utah State University
as a partner of The National Science Foundation “ASPIRE” Program created to further the implementation of Dynamic Electric
Vehicle (in road) Charging. As part of our desire to be a leader in advanced technologies, we are in negotiations for the licensing of
certain intellectual property related to in-road charging capabilities for wireless dynamic EV charging. We believe the integration of
our sensor systems and dynamic vehicle charging will offer an advancing industry the necessary capabilities to support the growth of EV
vehicle adoption, reduction is size and cost of EV batteries, reduction in environmental impact, driver anxiety related to EV driving
ranges, relieve pressure on inadequate electrification infrastructure as more EV’s hit the road. As part of this initiative, we
are in process of joining several EV dynamic charging deployments in the United States. We anticipate closing the agreements before the
end of Q4 and will announce details shortly.
Update on Honcut Bridge
We have completed our installation into the Honcut
Bridge located in West Sacramento, California. We have collected structural data of the bridge’s infrastructure and shared a portion
of the data collected with the use of a remote power generator while on site. Utilizing this data we performed a remote demonstration
of the User Interface (UI) with certain members of the California Department of Transportation (“CALTRANS”)
team. The operations of the bridge have been transferred to the maintenance department which brought a new team from CALTRNAS to the project.
While we have shared what we believe to be a fair portion of the data collected, we are currently negotiating the parameters necessary
for us to release the balance of data including reconfirmation that we maintain ownership of the data and certain data tables and methodologies
deployed that we deem proprietary. We are working through safeguards to ensure this proprietary information will not be publicly released
by the State of California. Additionally, the project requires CALTRANS to provide and secure a power cabinet in the vicinity of the bridge
so the system hardware can be permanently installed on location in order to operate as designed. We have reserved the hardware for the
project and await confirmation that the cabinet is ready to accept the hardware. We will update as we move towards an agreement.
In Closing
Optics & BMI
I understand our technological focus on BMI and
artificial intelligence (“AI”) may seem disconnected. This is related to a shorter-term perspective whereas a more
comprehensive view of the larger plan with respect to the design and implementation of our systems utilizing AI and having the capability
for future integration with BMI.
In early 2009, I was introduced to the science
of global system dynamics – which is essentially implementation of multiple systems into one larger system or a “system of
everything.” I began futurizing on binding multiple systems including integration of humans into infrastructure/ smart cities utilizing
BMI and distributed fiber optic sensors. For “smart” cities to in fact be smart most if not all elements of a city need to
be part of the network fabric including its citizens. Currently this is achieved through smart devices such as cellular phones, however,
this connection has multiple limiting factors and ultimately must utilize other methods such as BMI as this technology becomes more widely
adopted.
Further to this effort we have validated the connection
between fiber optics and BMI through our recent provisional patent filing for an infraclavicular laser-based power source for BMI devices.
In fact, current BMI technologies utilize eternal power sources giving the technology limited viability within research environments.
An internal power source is required to fully implement the benefits of BMI in real world scenarios.
Utilizing A.I. in DFOS
The use of AI by organizations to improve systems
and operations within competitive landscapes has taken hold across the globe. We have utilized various technological innovations from
inception, most notably our patented dark-pulsing technique, but we have also used the power of machine learning for data handling and
recently the power of AI as we continue to build our interactive user interface. I can’t help but imagine a sewing together of all
technological capabilities we have created as part of the future humanity. Thank you for allowing me to futurize.
As always, I thank all of our shareholders for
your continuing support as we build the company with an eye towards becoming the world’s leading infrastructure technology company.
Sincerely,
Dennis M O’Leary
Founder, Chairman, CEO, Entrepreneur
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 press 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 because of new information, future developments or otherwise.
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