DarkPulse (DPLS) majority holder approves action via consent

Rhea-AI Filing Summary

DarkPulse, Inc. reported that on January 20, 2026, its majority stockholder, Dennis O’Leary, approved a corporate action by written consent. As of that record date, he held approximately 82.62% of the Company’s voting rights, allowing the approval to be obtained without a stockholders’ meeting. DarkPulse has filed a preliminary Information Statement on Schedule 14C describing the matters approved and plans to mail a definitive Schedule 14C to stockholders of record. The item approved will become effective 20 days after the definitive Schedule 14C is mailed.

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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): January 20, 2026

DARKPULSE, INC.

(Exact name of small business issuer as specified in its charter)

Delaware	000-18730	87-0472109
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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 5.07 Submission of Matters to a Vote of Security Holders.

On January 20, 2026 (the “Record Date”), Dennis O’Leary, a stockholder (the “Majority Stockholder”) of DarkPulse, Inc., a Delaware corporation (the “Company”), approved a certain action by written consent (the “Written Consent”). As of the Record Date, the Majority Stockholder held approximately 82.62% of the Company’s voting rights. Pursuant to the Written Consent, the Majority Stockholder approved:

Item 1. A proposal to amend the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to decrease the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), from 30,000,000,000 to 20,000,000,000 (the “Authorized Decrease”).

The Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the “PRE 14C”) and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The item approved will then be effective 20 days after the mailing. Further detail regarding each of the item approved can be found in the PRE 14C.

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: January 21, 2026	By:	/s/ Dennis O’Leary
		Dennis O’Leary, Chief Executive Officer

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FAQ

What did DarkPulse (DPLS) disclose in this 8-K filing?

DarkPulse, Inc. disclosed that its majority stockholder approved a corporate action by written consent as of January 20, 2026, using his controlling voting power.

Who is the majority stockholder of DarkPulse (DPLS) mentioned in the filing?

The filing identifies Dennis O’Leary as the majority stockholder of DarkPulse, Inc. and notes that he also signed the report as the Company’s Chief Executive Officer.

What percentage of DarkPulse’s voting rights does the majority stockholder control?

As of the January 20, 2026 record date, the majority stockholder held approximately 82.62% of DarkPulse’s voting rights, giving him effective control over the stockholder vote.

How was the DarkPulse corporate action approved without a stockholders’ meeting?

The action was approved through a written consent executed by the majority stockholder, which is permitted when a single holder controls sufficient voting power to approve the item.

What is the role of the Schedule 14C Information Statement for DarkPulse (DPLS)?

DarkPulse has filed a preliminary Schedule 14C Information Statement describing the item approved by the majority stockholder and will mail a definitive Schedule 14C to stockholders of record.

When will the approved DarkPulse item become effective?

The filing states that the item approved will become effective 20 days after the definitive Schedule 14C Information Statement is mailed to stockholders of record.