Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
GHS Equity Lines
Pursuant to the Equity Financing Agreement, on
June 16, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,799,766 shares of Common
Stock for total proceeds to us, net of discounts, of $402,086, at an effective price of $0.018584 per share (the “ Eleventh EFA
Closing ”). We received approximately $360,852 in net proceeds from the Eleventh EFA Closing after deducting the fees and other
estimated offering expenses payable by us. We used the net proceeds from the Eleventh EFA Closing for working capital and for general
corporate purposes.
On May 27, 2022, we entered the EFA with GHS.
Pursuant to the EFA, on June 24, 2022, we and
GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 38,391,106 shares of Common Stock for total proceeds
to us, net of discounts, of $643,539, at an effective price of $0.01978 per share (the “ 1 st EFA Closing ”).
We received approximately $578,160 in net proceeds from the 1 st EFA Closing after deducting the fees and other estimated offering
expenses payable by us. We used the net proceeds from the 1 st EFA Closing for working capital and for general corporate purposes.
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor. There were $104,563 in sales commissions paid to J.H. Darbie & Co., Inc. (“ J.H.
Darbie ”) pursuant to these transactions.
Series A Preferred Stock Issuance
On June 24, 2022, pursuant to the Employment Agreement
dated effective April 1, 2022 with Dennis O’Leary, our CEO, we issued 100 shares of Series A Preferred Stock to Mr. O’Leary.
The shares issued in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act,
based in part on the representations of the investor. There were no commissions paid pursuant to this transactions.
35
Item 6. Exhibits
SEC Ref. No.
Title of Document
10.1*
Consulting Agreement dated June 1, 2022 with Dr Ehab M. Eldemeri
10.2*
Employment Agreement dated effective April 1, 2022 with Dennis O’Leary
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
104*
Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101).
*Filed with this Report.
**Furnished with this Report.
36
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 10, 2022
By
/s/ Dennis O’Leary
Dennis O’Leary, Chairman, Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
37
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.