Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
Below is a table of all puts made by the Company
under the 2023 EFA during the quarter ended September 30, 2023:
Date of Put
Number of Common Shares Issued
Total Proceeds, Net of Discounts
Effective Price per Share
Net Proceeds
7/3/2023
51,442,308
$ 274,058
$0.004200
257,020
7/10/2023
28,593,750
91,500
$0.003200
85,094
9/5/2023
100,000,000
100,000
$0.001000
100,000
180,036,058
$ 465,558
$ 442,114
The shares above were 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 $39,843 in sales commissions paid to J.H. Darbie &
Co., Inc. pursuant to the 2023 EFA.
On September
5, 2023 the Company issued to Brian Dodd 100,000 shares of Common Stock for total consideration of $100,000.
The shares above were 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 sales commissions paid in connection with the sale
of the shares.
On August
7, 2023, the Company issued a convertible note to 1800 Diagonal Lending, LLC for a principal
of $57,750.
On September
29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note bears
interest at a rate of 10% per annum and matures after one year.
The notes above were sold 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 sales commissions paid pursuant to this transaction and general
solicitation was not used in connection with the offers and sales of the note.
Item 6. Exhibits
SEC Ref. No.
Title of Document
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.
43
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: November 15, 2023
By
/s/ Dennis O’Leary
Dennis O’Leary, Chairman, Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
44
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.