Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
On January 4, 2021, we entered into a securities
purchase agreement with Geneva Roth Remark Holdings, Inc. (“ Geneva ”) issuing to Geneva a convertible promissory note
in the aggregate principal amount of $42,350 with a $3,850 original issue discount and $3,500 in transactional expenses due to Geneva
and its counsel. The note bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price
equal to 70% of the lowest trading price of our common stock during the 20 prior trading days. We received $35,000 net cash.
On February 3, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $94,200 with a $15,700
original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 4.5% per annum
and may be converted into common shares of our common stock at a conversion price equal to 81% of the lowest two trading prices of our
common stock during the 10 prior trading days. We received $75,000 net cash.
On February 18, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $76,200 with a $12,700
original issue discount and $3,500 in transactional expenses due to Geneva and its counsel. The note bears interest at 4.5% per annum
and may be converted into common shares of our common stock at a conversion price equal to 81% of the lowest two trading prices of our
common stock during the 10 prior trading days. We received $60,000 net cash.
These notes were issued without registration under
the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof,
and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid
in connection with the issuances if these notes and no general solicitation was used.
Item 6: Exhibits
SEC Ref. No.
Title of Document
10.1*
Finder's Fee Agreement dated January 8, 2021 with J.H. Darbie & Co., Inc.
10.2*
Consulting Agreement effective December 23, 2020 with Kenneth Brooks Davidson
31.1*
Rule 13a-14(a) Certification by Principal Executive and Financial Officer
32.1**
Section 1350 Certification of Principal Executive and Financial Officer
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
20
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DARKPULSE, INC.
Dated: May 17, 2021
By /s/ Dennis M. O’Leary
Dennis M. O’Leary
Chief Executive Officer and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.