Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Convertible Promissory Notes
On April 5, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $64,200 with a $10,700
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 $50,000 net cash.
On April 26, 2021, we entered the SPA and Registration
Rights Agreement with FirstFire, pursuant to which we issued to FirstFire the FirstFire Note. The purchase price of the FirstFire Note
is $750,000. The FirstFire Note matures on January 26, 2022 upon which time all accrued and unpaid interest will be due and payable. Interest
accrues on the FirstFire Note at 10% per annum guaranteed until the FirstFire Note becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise. The FirstFire Note is convertible at any time after 180 days from issuance, upon the election
of the FirstFire, into shares of our Common Stock at $0.015 per share. The FirstFire Note is subject to various “Events of Default,”
which are disclosed in the FirstFire Note. Upon the occurrence of an “Event of Default,” the conversion price will become
$0.005. In the event of a DTC “chill” on our shares, an additional discount of 10% will apply to the conversion price while
the “chill” is in effect. Upon the issuance of the FirstFire Note, we have initially agreed to reserve 550,000,000 shares
of Common Stock.
In addition, on April 30, 2021, we issued to FirstFire
60,000,000 shares of common stock valued at $1,122,000 as compensation for loan acquisition costs.
On June 3, 2021, we entered into a Settlement
and Mutual Release Agreement with Auctus Fund, LLC (the “Auctus”). Pursuant to the Agreement, Auctus agreed to convert the
Promissory Note issued on September 25, 2018 in the principal amount of $100,000 into 12,500,000 shares of our Common Stock as consideration
for full and complete satisfaction of and settlement of the note, which also terminated all obligations owing under both the note and
the corresponding Securities Purchase Agreement dated September 25, 2018. Auctus also agreed to limit the resales of the shares in the
public market to no more than 2,500,000 shares per calendar week until all of the shares have been sold.
These securities were issued without registration
under the Securities Act 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 of these securities.
Convertible Promissory Note Conversions
On April 15, 2021, we issued an aggregate of
8,065,040 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850 and
interest of $2,153.
26
On June 4, 2021, we issued an aggregate of 12,500,000
shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $76,657 and interest
of $261.
The securities were issued without registration under the Securities
Act 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 issuance of the
securities.
Item 6. Exhibits
SEC Ref. No.
Title of Document
4.1 *
Convertible Promissory Note Issued as of April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
10.1*
Securities Purchase Agreement dated as of April 26, 2021 with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
10.2
*
Registration Rights Agreement dated April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
10.3*
Heads of Terms with Remote Intelligence LLC and Unleash Live, Inc. dated May 10, 2021
10.4*
Consulting Agreement with Dr. Joseph Catalino Jr. dated May 17, 2021
10.5*
Settlement and Mutual Release Agreement with Auctus Fund, LLC dated June 3, 2021
10.6*
Letter of Intent with Remote Intelligence, Limited Liability Company dated June 8, 2021
10.7*
Letter of Intent with Wildlife Specialists, LLC dated June 8, 2021
10.8*
Teaming Agreement with Crae-Con Construction Inc. dated June 22, 2021
10.9*
Teaming Agreement with SurSafe LLC dated June 24, 2021
10.10*
Letter of Intent with TerraData Unmanned, PLLC dated June 25, 2021
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
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).
*Filed with this Report.
**Furnished with this Report.
27
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.
Date: August 16, 2021
By
/s/ Dennis O’Leary
Dennis O’Leary, Chairman, Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
28