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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): August 8, 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) |
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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 |
|
Trading Symbol(s) |
|
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 1.01 |
Entry into a Material Definitive Agreement. |
Promissory Notes
On or about August 3, 2026, the Company received
advances totaling approximately $2.78 million from five unaffiliated third-party lenders, which advances were used to fund the approximately
$2.77 million bid deposit described in Item 8.01 below, as well as related transaction costs. The advances were subsequently memorialized
in five unsecured promissory notes, each dated August 8, 2026, in an aggregate principal amount of $2.78 million. The notes bear interest
at a fixed rate of 8% per annum and mature no later than October 1, 2026. The principal and accrued interest are payable regardless of
whether the Company is ultimately selected as the successful bidder in the receivership process described in Item 8.01 below.
The lenders are not directors, executive officers
or 5% beneficial owners of the Company, immediate family members of any such person, or otherwise related persons of the Company.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth in Item 1.01 above regarding
the five unsecured promissory notes issued by the Company in an aggregate principal amount of $2.78 million is incorporated by reference
into this Item 2.03.
Proposed Acquisition of Aero Precision and
Ballistic Advantage
In August 2026, the Company submitted a bid in
the receivership proceedings involving Aero Precision, LLC (“Aero Precision”) and Ballistic Advantage, LLC (“Ballistic
Advantage”) to acquire substantially all of the assets of Aero Precision and Ballistic Advantage. In connection with its bid,
the Company executed and submitted a proposed asset purchase agreement providing for a cash purchase price of approximately $35.0 million,
subject to certain assumed liabilities, adjustments and other terms and conditions. The proposed asset purchase agreement was not executed
by the receiver, and the Company has not entered into a definitive agreement to acquire the assets of Aero Precision or Ballistic Advantage.
In connection with the bid, on August 4, 2026,
the Company wired approximately $2.77 million to Aero Precision as the required bid deposit, funded through the promissory notes described
in Item 1.01 above.
The Company also obtained a financing commitment
from N Advance LLC providing for up to $40.0 million of financing in support of the proposed transaction, subject to the conditions set
forth in the commitment letter, including the Company being determined to be the successful bidder and execution and delivery of definitive
transaction documentation. The commitment also contemplates that the Company will contribute the required equity to the proposed transaction.
The Company’s bid remains subject to the
receivership sale process, including any auction procedures, court approval, negotiation and execution of definitive agreements and satisfaction
of applicable closing conditions. There can be no assurance that the Company will be selected as the successful bidder, that the Company
and the receiver will enter into a definitive acquisition agreement, that the necessary financing will be available on acceptable terms,
or that any acquisition will be consummated.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Because the Company is an issuer of penny stock, the statutory safe harbors for forward-looking statements provided by Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are not available to
the Company. The Company is instead relying on the judicially recognized “bespeaks caution” doctrine, and the following cautionary
statements are intended to identify important factors that could cause actual results to differ materially from those expressed or implied
by any forward-looking statement. These statements include, without limitation, statements regarding the Company’s proposed acquisition
of substantially all of the assets of Aero Precision and Ballistic Advantage, the receivership sale process, the availability and terms
of the anticipated financing, and the Company’s ability to negotiate, execute and consummate any definitive agreement or transaction.
Forward-looking statements are based on the Company’s current expectations and assumptions and are subject to known and unknown
risks and uncertainties that could cause actual results to differ materially, including the risk that the Company is not selected as the
successful bidder, that the Company and the receiver do not enter into a definitive acquisition agreement, that the necessary financing
is not available on acceptable terms or at all, that required court or other approvals are not obtained, and that any acquisition is not
completed, as well as the risks and uncertainties described in the Company’s periodic reports filed with the Securities and Exchange
Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to
update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by law.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| SEC Ref. No. |
Title of Document |
| 10.1* |
Promissory Note, dated August 8, 2026, by DarkPulse, Inc. in favor of Douglas and Brenda Zink, in the principal amount of $1,400,000 |
| 10.2* |
Promissory Note, dated August 8, 2026, by DarkPulse, Inc. in favor of Loren Ellefson, in the principal amount of $1,100,000 |
| 10.3* |
Promissory Note, dated August 8, 2026, by DarkPulse, Inc. in favor of Derrik Ellingson, in the principal amount of $100,000 |
| 10.4* |
Promissory Note, dated August 8, 2026, by DarkPulse, Inc. in favor of Paul Ellefson, in the principal amount of $100,000 |
| 10.5* |
Promissory Note, dated August 8, 2026, by DarkPulse, Inc. in favor of Timothy Dodd, in the principal amount of $80,000 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain personal information which would constitute an unwarranted
invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K and Instruction 5 to Item
1.01 of Form 8-K. The Company hereby undertakes to supplementally furnish any redacted information to the Securities and Exchange Commission
upon request.
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: August 20, 2026 |
By: |
/s/ Dennis O’Leary |
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Dennis O’Leary, Chief Executive Officer |
