What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-11-15 compared with 2021-08-16 · 41 added, 67 removed, 18 unchanged (86% of the section changed)

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

The FirstFire Note matures on January 26, 2022 upon which time all accrued and unpaid interest will be due and payable.

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

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.

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

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

Unregistered Sales

of Equity Securities and Use of Proceeds

As a result of the First Closing, the Second Closing,

and the Third Closing, pursuant to a Finder’s Fee Agreement, on September 30, 2021, we issued to J.H.

Darbie & Co., Inc.

Darbie ”), an aggregate of 3,194,081 shares of common stock.

Darbie consented to the imposition of a

restrictive legend upon the shares.

Darbie did not enter into the transaction us as a result of or subsequent to any advertisement,

article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or

presented at any seminar or meeting.

Darbie was also afforded the opportunity to ask questions of management and to receive answers

concerning the terms and conditions of the transaction.

The securities 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/or Rule 506(b) promulgated

thereunder, as a transaction by an issuer not involving any public offering.

Title of Document

Convertible Promissory Note Issued as of April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Securities Purchase Agreement dated as of April 26, 2021 with FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Registration Rights Agreement dated April 26, 2021 to FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

Heads of Terms with Remote Intelligence LLC and Unleash Live, Inc.

dated May 10, 2021

Consulting Agreement with Dr.

Joseph Catalino Jr.

dated May 17, 2021

Settlement and Mutual Release Agreement with Auctus Fund, LLC dated June 3, 2021

Letter of Intent with Remote Intelligence, Limited Liability Company dated June 8, 2021

Letter of Intent with Wildlife Specialists, LLC dated June 8, 2021

Teaming Agreement with Crae-Con Construction Inc.

dated June 22, 2021

Teaming Agreement with SurSafe LLC dated June 24, 2021

Letter of Intent with TerraData Unmanned, PLLC dated June 25, 2021

6% Redeemable Note dated July 14, 2021 issued to GS Capital Partners, LLC in the principal amount of $2,000,000

Securities Purchase Agreement dated July 14, 2021 with GS Capital Partners, LLC

Consulting Agreement dated effective July 22, 2021 with Rick Gibson

Engagement Agreement and Terms and Conditions dated August 3, 2021 with Energy & Industrial Advisory Partners, LLC

Letter of Intent dated June 8, 2021 with Remote Intelligence, Limited Liability Company

Letter of Intent dated June 8, 2021 with Wildlife Specialists, LLC

Share Purchase Agreement dated August 9, 2021with Optilan Guernsey Limited and Optilan Holdco 2 Limited

Subscription Agreement August 9, 2021 with Optilan HoldCo 3 Limited

Letter of Intent dated effective August 18, 2021 with TJM Electronics West, Inc.

Membership Interest Purchase Agreement dated August 30, 2021 with Remote Intelligence, Limited Liability Company

Membership Interest Purchase Agreement dated August 30, 2021 with Wildlife Specialists, LLC

Letter of Intent dated June 25, 2021 with TerraData Unmanned, PLLC

Amendment No.

1 to Letter of Intent with TerraData Unmanned, PLLC

dated effective August 24, 2021

Amendment No.

2 to Letter of Intent with TerraData Unmanned, PLLC

dated effective September 3, 2021

Amendment to Letter of Intent with TJM Electronics West, Inc.

dated effective August 31, 2021

Stock Purchase Agreement dated September 8, 2021 with TJM Electronics West, Inc.

Research Agreement dated September 21, 2021 with the Arizona Board of Regents

Rule 13a-14(a) Certification by Principal Executive and Financial Officer

Section 1350 Certification of Principal Executive and Financial Officer

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)

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)

Inline XBRL Taxonomy Extension Schema Document

9 unchanged sentences

DarkPulse, Inc.

August 16, 2021

November 15, 2021

/s/ Dennis O’Leary

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities