DarkPulse (DPLS) lifts authorized common shares to 20 billion

Rhea-AI Filing Summary

DarkPulse, Inc. amended its Certificate of Incorporation to increase the total number of authorized common shares to 20,000,000,000, each with a par value of $0.0001. Authorized preferred shares remain at 2,000,000, with a par value of $0.01 per share.

The amendment was filed in Delaware on February 23, 2026 and will become effective as of March 1, 2026. This change expands the number of common shares the company is permitted to issue in the future but does not itself issue any new shares.

Insights

Corporate governance analyst

DarkPulse sharply expands authorized common share capacity, leaving preferred stock unchanged.

DarkPulse has amended its charter so it can issue up to 20,000,000,000 common shares with a $0.0001 par value. The authorized preferred stock remains 2,000,000 shares at $0.01 par. The amendment becomes effective on March 1, 2026.

This kind of change does not itself issue stock or raise capital, but it gives the board more flexibility for future financing, equity compensation, or transactions that use common shares. The actual impact depends on how many of these authorized shares are later issued, which is not described here.

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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): February 23, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2026, DarkPulse, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends Article IV of the Company's Certificate of Incorporation to provide that the total number of common shares authorized for issuance shall be 20,000,000,000 with a par value of $0.0001 per share. The authorized preferred shares remain at 2,000,000 with a par value of $0.01 per share.

The Certificate of Amendment was adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware and will become effective as of March 1, 2026.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation of DarkPulse, Inc., filed with the Secretary of State of the State of Delaware on February 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 27, 2026	By:	/s/ Dennis O’Leary
		Dennis O’Leary, Chief Executive Officer

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FAQ

What change did DarkPulse (DPLS) make to its capital structure?

DarkPulse amended its charter to authorize 20,000,000,000 common shares at $0.0001 par value. The company kept authorized preferred shares at 2,000,000 with $0.01 par value, expanding potential common-share capacity without immediately issuing new stock.

When does DarkPulse’s new authorized share amendment become effective?

The charter amendment becomes effective on March 1, 2026. DarkPulse filed the Certificate of Amendment with the Delaware Secretary of State on February 23, 2026, with the effectiveness date set prospectively rather than immediately upon filing.

Did DarkPulse change its authorized preferred stock in this amendment?

No, DarkPulse left its authorized preferred stock unchanged at 2,000,000 shares with a par value of $0.01. Only the common stock authorization was modified, increasing to 20,000,000,000 shares at $0.0001 par value per share.

Does DarkPulse’s amendment mean new shares were issued to investors?

No, the amendment only increases the number of common shares the company may issue in the future. It does not describe any actual issuance, sale, or allocation of shares to investors in this specific action.

Who approved and signed DarkPulse’s charter amendment filing?

The amendment was adopted in accordance with Delaware corporate law and the company’s governance provisions. The related report was signed on behalf of DarkPulse by Chief Executive Officer Dennis O’Leary, reflecting authorized corporate approval and execution.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DARKPULSE, INC 5.4 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB