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  4. [8-K] DarkPulse, Inc. Reports Material Event

DarkPulse (DPLS) borrows $2.8M at 8% for uncertain asset deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DarkPulse, Inc. (DPLS) reported taking short-term financing and making a bid for a significant asset acquisition. In early August 2026, the company received advances totaling approximately $2.78 million from five unaffiliated lenders, later documented as unsecured promissory notes dated August 8, 2026. The notes bear 8% annual interest and mature no later than October 1, 2026, with principal and interest payable whether or not any acquisition occurs.

The funds were used mainly for an approximately $2.77 million bid deposit in receivership proceedings for Aero Precision, LLC and Ballistic Advantage, LLC. DarkPulse submitted a proposed asset purchase agreement for a cash purchase price of about $35.0 million, subject to assumed liabilities and adjustments, and obtained a financing commitment from N Advance LLC for up to $40.0 million, contingent on being selected as the successful bidder and signing definitive documents. The receiver has not executed the proposed purchase agreement, and there is no definitive acquisition agreement; completion of any transaction remains uncertain and subject to court approval, auction procedures, financing and closing conditions.

Positive

  • Conditional financing commitment of up to $40.0 million from N Advance LLC supports potential Aero Precision/Ballistic Advantage acquisition.
  • Proposed asset purchase for approximately $35.0 million could expand DarkPulse, Inc.'s business footprint if a definitive deal is reached and closed.

Negative

  • Company incurred $2.78 million in short-maturity unsecured debt at 8% interest, payable by October 1, 2026 regardless of deal outcome.
  • Proposed $35.0 million Aero Precision/Ballistic Advantage acquisition remains uncertain with no definitive agreement and reliance on conditional financing.
  • Required bid deposit of approximately $2.77 million is committed to the receivership process without assurance DarkPulse, Inc. will be the successful bidder.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Unsecured promissory notes principal $2.78 million Aggregate principal amount of five unsecured notes dated August 8, 2026
Promissory note interest rate 8% per annum Fixed interest rate on the unsecured promissory notes
Promissory notes maturity October 1, 2026 Latest maturity date for repayment of principal and interest
Bid deposit $2.77 million Wired to Aero Precision on August 4, 2026 as required bid deposit
Proposed purchase price $35.0 million Cash purchase price in proposed asset purchase agreement for Aero Precision and Ballistic Advantage
Financing commitment $40.0 million Maximum amount of financing commitment from N Advance LLC for the proposed transaction
Largest individual note $1,400,000 Promissory note in favor of Douglas and Brenda Zink
receivership regulatory
"the receivership proceedings involving Aero Precision, LLC and Ballistic Advantage, LLC"
Receivership is a legal process where a court or lender appoints an independent manager (receiver) to take control of a troubled company's assets and operations to preserve value and repay creditors. For investors, it signals severe financial distress and a high risk that equity holders may lose value, while creditors may recover some funds; think of it as a neutral custodian stepping in to stabilize and sell parts of a business like a guardian selling belongings to pay debts.
asset purchase agreement financial
"the Company executed and submitted a proposed asset purchase agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
bid deposit financial
"wired approximately $2.77 million to Aero Precision as the required bid deposit"
forward-looking statements regulatory
"contains forward-looking statements. Because the Company is an issuer of penny stock"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
penny stock regulatory
"Because the Company is an issuer of penny stock, the statutory safe harbors"

FAQ

What new debt did DarkPulse, Inc. (DPLS) take on in August 2026?
DarkPulse, Inc. incurred $2.78 million of unsecured promissory notes from five unaffiliated lenders at 8% annual interest, maturing no later than October 1, 2026. The company must repay principal and interest even if no acquisition is completed.

How is DarkPulse, Inc. (DPLS) funding its bid for Aero Precision and Ballistic Advantage?
DarkPulse, Inc. funded an approximately $2.77 million bid deposit using the $2.78 million in unsecured promissory notes. It also obtained a financing commitment from N Advance LLC for up to $40.0 million, subject to conditions including being selected as the successful bidder.

What are the key terms of DarkPulse, Inc. (DPLS) promissory notes?
The promissory notes total $2.78 million, are unsecured, bear 8% per annum interest, and mature no later than October 1, 2026. Principal and accrued interest are payable regardless of whether the proposed acquisition is consummated.

What acquisition is DarkPulse, Inc. (DPLS) pursuing in the receivership process?
DarkPulse, Inc. submitted a bid to acquire substantially all assets of Aero Precision, LLC and Ballistic Advantage, LLC for a cash purchase price of approximately $35.0 million, subject to assumed liabilities and adjustments, but no definitive acquisition agreement has been executed.

Is DarkPulse, Inc. (DPLS) guaranteed to acquire Aero Precision and Ballistic Advantage?
No. The receiver has not executed the proposed asset purchase agreement, and DarkPulse, Inc. has no definitive deal. The bid is subject to the receivership sale process, court approval, auction procedures, financing availability and satisfaction of closing conditions.

Who are the lenders in DarkPulse, Inc. (DPLS) new promissory notes?
The notes were issued to Douglas and Brenda Zink ($1,400,000), Loren Ellefson ($1,100,000), Derrik Ellingson ($100,000), Paul Ellefson ($100,000), and Timothy Dodd ($80,000). The lenders are not directors, executive officers or 5% beneficial owners.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
   
☐ 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.

 

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 2.03Creation 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.

 

Item 8.01Other Events.

 

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.

 

 

 

 2 

 

 

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.

 

 

 

 

 3 

 

 

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: August 20, 2026 By: /s/ Dennis O’Leary
    Dennis O’Leary, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

Source: View Original Filing on SEC EDGAR

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