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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): May 5, 2026
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.) |
2325
E Camelback Rd, Suite 400, Phoenix, AZ 85016
(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 7, 2026, DarkPulse, Inc., a Delaware corporation
(the “Company”), entered into an Exclusive Patent License Agreement (Agreement No. NLICENSE-NAWCWDCL-26-027) (the “License
Agreement”) with the United States of America, as represented by the Secretary of the Navy, acting through the Naval Air Warfare
Center Weapons Division (“NAWCWD”). Pursuant to the License Agreement, NAWCWD granted the Company an exclusive, United
States-only license to practice inventions claimed in U.S. Patent Nos. 10,031,215 B1 (“Pulse timer providing accuracy in spatially
local dimensioning and visualization”), 7,312,855 B1, and 7,948,610 B2 (the latter two each titled “Combined coherent and incoherent
imaging LADAR”) (collectively, the “Licensed Patents”), continuing until expiration of the Licensed Patents unless
sooner modified or terminated.
The material terms of the License Agreement include:
(i) a nonrefundable upfront licensing fee of $15,000; (ii) a running royalty of 5% of net sales of royalty-bearing products in the United
States, excluding sales to U.S. Government agencies or for known U.S. Government end use; (iii) minimum annual royalties commencing three
(3) years after the effective date, escalating from $10,000 to $15,000 to $20,000 per year, payable in advance and nonrefundable, with
automatic termination upon non-payment; (iv) an obligation to bring the Licensed Patents to practical application within four (4) years
of the effective date and to manufacture products substantially in the United States; (v) sublicensing only with NAWCWD’s prior written
consent, with sublicense income shared equally with NAWCWD; and (vi) NAWCWD’s right to terminate for cause upon thirty (30) days’ written
notice, including for failure to execute the Company’s commercialization plan. The license is further subject to the irrevocable, royalty-free
right of the United States Government to practice the Licensed Patents worldwide.
The foregoing description of the License Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On May 7, 2026, the Company issued a press release
announcing the execution of the License Agreement.
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.
| Exhibit No. |
|
Description |
| 10.1 |
|
Exclusive Patent License Agreement (No. NLICENSE-NAWCWDCL-26-027), dated May 5, 2026, between DarkPulse, Inc. and the United States of America as represented by the Secretary of the Navy (Naval Air Warfare Center Weapons Division)
|
| 99.1 |
|
Press release dated May 7, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 7, 2026 |
By: |
/s/ Dennis O’Leary |
| |
|
Dennis O’Leary, Chief Executive Officer |
Exhibit 99.1
DarkPulse,
Inc. Announces Exclusive License from
U.S. Naval Air Warfare Center Weapons Division
for Advanced LADAR Laser Targeting Technologies
PHOENIX, AZ , – May 7, 2026 – DarkPulse, Inc. (OTCQB: DPLS), a Delaware corporation headquartered in Phoenix and a leader
in distributed fiber-optic sensing (DFOS) technologies for real-time critical infrastructure monitoring, today announced the execution
of an exclusive patent license agreement (NLICENSE-NAWCWDCL-26-027) with the Naval Air Warfare Center Weapons Division (NAWCWD) of the
United States Department of the Navy.
The agreement
grants DarkPulse exclusive rights throughout the United States to commercialize three key Navy-developed patents:
• U.S.
Patent No. 10,031,215 B1: “Pulse timer providing accuracy in spatially local dimensioning and visualization,” issued July
24, 2018
• U.S. Patent No. 7,312,855 B1: “Combined coherent and incoherent imaging LADAR,” issued December 25, 2007
• U.S. Patent No. 7,948,610 B2: “Combined coherent and incoherent imaging LADAR,” issued May 24, 2011
These technologies
deliver breakthrough combined coherent and incoherent Laser Detection and Ranging (LADAR) capabilities, enabling superior long-range object
identification, high-resolution 3D imaging, precise velocity measurement, and exceptional accuracy in spatial dimensioning and visualization—even
in complex or dynamic environments.
The pulse
timer innovation further enhances real-time precision for laser-based systems, making them ideal for advanced laser targeting applications
in defense, security, surveillance, and industrial sensing.
As a critical
next step in its commercialization plan submitted to NAWCWD, DarkPulse will deliver a working prototype of the laser targeting system—developed
by the Naval Air Warfare Center—to its manufacturing partner to begin full-scale production.
All products
embodying these inventions for use or sale in the United States will be manufactured substantially in the United States, consistent with
the terms of the license.
“We
are thrilled to secure this exclusive license from the U.S. Navy,” said Dennis O’Leary, CEO of DarkPulse, Inc. “These
cutting-edge LADAR and pulse timer technologies represent a transformative addition to our portfolio of laser sensing solutions. By delivering
the working laser targeting system prototype to our manufacturing partner, we are taking an important step toward commercialization and
fulfilling our commitment to bring these powerful Navy innovations to practical application for U.S. defense and security customers.”
The license
agreement aligns with DarkPulse’s ongoing strategy to integrate government-developed technologies into its suite of engineering,
installation, and security management solutions.
About DarkPulse,
Inc.
DarkPulse,
Inc. (OTCQB: DPLS) develops and commercializes patented dark-pulse Brillouin scattering fiber-optic sensors that deliver independent,
high-resolution strain and temperature measurements for structural health monitoring and perimeter security across energy, transportation,
and smart infrastructure markets. More information is available at www.darkpulse.com.
Media Contact:
Investor Relations
DarkPulse, Inc.
Email: ir@darkpulse.com
Safe Harbor Statement
This press release contains “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; the risk that the United
States government retains a non-exclusive, irrevocable, royalty-free license to practice or have practiced the licensed inventions for
or on behalf of the United States pursuant to applicable federal law; the risk that the licensor may exercise statutory march-in rights
requiring DarkPulse to grant licenses to responsible third-party applicants if DarkPulse fails to achieve practical application of the
licensed inventions within a reasonable time or on reasonable terms; the risk that development of a working commercial prototype and commencement
of full-scale production may not be completed on any particular timeline or at all; the risk that DarkPulse may not identify or retain
a qualified domestic manufacturing partner capable of satisfying the U.S. manufacturing requirements of the license; 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.
