DarkPulse, Inc. Files S-1/A Amendment

TL;DR

<b>DarkPulse, Inc. has filed an S-1/A amendment, providing updated business information.</b>

AI Summary

DarkPulse, Inc. (DPLS) filed a Amended IPO Registration (S-1/A) with the SEC on February 9, 2024. Filing is an amendment (S-1/A) to a previous registration statement. Company previously operated under the names KLEVER MARKETING INC and VIDEOCART INC. Fiscal year end is December 31st. Business and mailing address is 815 Walker Street, Suite 1155, Houston, TX 77002. Contact phone number is 800-436-1436.

Why It Matters

For investors and stakeholders tracking DarkPulse, Inc., this filing contains several important signals. This amendment indicates that DarkPulse, Inc. is providing additional details about its business operations, which could be crucial for investors to understand the company's current status and future prospects. The historical name changes suggest a significant evolution or restructuring of the company, which investors should consider when evaluating its long-term strategy and market position.

Risk Assessment

Risk Level: — DarkPulse, Inc. shows moderate risk based on this filing. The filing is an amendment to a registration statement, indicating ongoing regulatory processes rather than immediate financial performance or operational changes.

Analyst Insight

Investors should review the specific business updates within the S-1/A filing to assess any material changes to DarkPulse, Inc.'s operations or strategy.

Key Numbers

• 2024-02-09 — Filing Date (Date of S-1/A filing)
• 1997-06-05 — Name Change Date (Date of former company name change)
• 1993-03-28 — Name Change Date (Date of former company name change)

Key Players & Entities

• DarkPulse, Inc. (company) — Filer name
• Klever Marketing Inc (company) — Former company name
• Videocart Inc (company) — Former company name
• 815 Walker Street, Suite 1155, Houston, TX 77002 (address) — Business and mailing address
• 800-436-1436 (phone) — Business phone number

Forward-Looking Statements

• DarkPulse will continue to update its S-1 registration statement as it progresses towards an effective registration. (DarkPulse, Inc.) — high confidence, target: 2024-12-31

FAQ

Industry Context

DarkPulse, Inc. operates within the software services industry, as indicated by its SIC code.

Regulatory Implications

The filing is an S-1/A, which is an amendment to a registration statement filed under the Securities Act of 1933, indicating ongoing compliance with SEC regulations for public offerings.

What Investors Should Do

1. Review the full S-1/A filing for detailed business updates.
2. Research the company's historical name changes to understand its corporate evolution.
3. Verify the company's current operational status and strategic direction based on the amendment's content.

Year-Over-Year Comparison

This filing is an amendment (S-1/A) to a previous registration statement, indicating new or updated information has been provided by DarkPulse, Inc.

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 (the " Common Stock "). This Pre-Effec
• $0.0012 — our Common Stock on the OTC Markets was $0.0012. Investing in our Common Stock involve
• $19.4 million — l months. The Company has approximately $19.4 million intercompany payables due from Optilan
• $30,000,000 — t to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from tim
• $10,000 — Put will be made in an amount less than $10,000 or greater than $1,000,000. As a result
• $1,000,000 — mount less than $10,000 or greater than $1,000,000. As a result, we may not have access to
• $100,000 — mple, if we made a Put in the amount of $100,000 and the Market Price was $0.001, the pu
• $0 — nt of $100,000 and the Market Price was $0.001, the purchase price would be $0.000
• $0.00092 — was $0.001, the purchase price would be $0.00092 and 125,000,000 shares would be issued
• $0.0011 — Market Price as of February 6, 2024 was $0.0011. At that price we would be able to sell
• $0.001012 — nder the EFA at the discounted price of $0.001012. In addition, we are required to issue
• $3,080,000 — 500,000,000 shares would only represent $3,080,000, which is below the full amount of the

Filing Documents

• darkpulse_s1a1.htm (S-1/A) — 2277KB
• darkpulse_ex0501.htm (EX-5.1) — 7KB
• darkpulse_ex1003.htm (EX-10.3) — 22KB
• darkpulse_ex1019.htm (EX-10.19) — 190KB
• darkpulse_ex1020.htm (EX-10.20) — 192KB
• darkpulse_ex1021.htm (EX-10.21) — 191KB
• darkpulse_ex1022.htm (EX-10.22) — 19KB
• darkpulse_ex2301.htm (EX-23.1) — 2KB
• darkpulse_ex2302.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 11KB
• 0001683168-24-000805.txt (&nbsp;) — 7281KB
• dpls-20230930.xsd (EX-101.SCH) — 43KB
• dpls-20230930_cal.xml (EX-101.CAL) — 67KB
• dpls-20230930_def.xml (EX-101.DEF) — 150KB
• dpls-20230930_lab.xml (EX-101.LAB) — 286KB
• dpls-20230930_pre.xml (EX-101.PRE) — 249KB
• darkpulse_s1a1_htm.xml (XML) — 744KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 29 PRIVATE PLACEMENT 29

USE OF PROCEEDS

USE OF PROCEEDS 30 SELLING SECURITY HOLDER 30 MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS 31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 33

BUSINESS

BUSINESS 46 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 57

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 61

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 61 PLAN OF DISTRIBUTION 64 SHARES ELIGIBLE FOR FUTURE SALE 66 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 66 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 66 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES 68 LEGAL MATTERS 68 EXPERTS 68 WHERE YOU CAN FIND MORE INFORMATION 68 INDEX TO FINANCIAL STATEMENTS F-1 i You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities. ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we have filed with the U.S. Securities and Exchange Commission (the " SEC ") and includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading "Where You Can Find More Information" before making your investment decision. You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Security Holder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Security Holder, are offering to sell or seek

Use of Proceeds

Use of Proceeds We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holder. We will receive proceeds from the purchase of the Common Stock under the EFA from the Selling Security Holder. See " Use of Proceeds. "

Risk Factors

Risk Factors The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See " Risk Factors " beginning on page 6. Trading Symbol The Company's Common Stock is quoted on the OTC Markets under the symbol "DPLS." The number of shares of Common Stock outstanding is based on an aggregate of 7,935,614,052 shares outstanding as of February 9, 2024 and excludes 3,500,000,000 shares of Common Stock issuable upon purchase of the Shares under the EFA. Equity Financing Agreement Summary On July 10, 2023, we entered into the EFA with GHS, pursuant to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock, from time to time over the course of 12 months (the " Contract Period ") after effectiveness of a registration statement on Form S-1 of the underlying shares of Common Stock. On January 30, 2024, we and GHS entered into the Amendment No. 1 to the EFA pursuant to which the Contract Period was amended to 24 months. The EFA grants us the right, from time to time at our sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a " Put "), provided that at least five Trading Days (as defined in the EFA) have passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put shall be 92% of the Market Price with "Market Price" defined as the lowest VWAP of the Common Stock during the the five consecutive Trading Days (as defined in the EFA) preceding the relevant Put Notice Date (as defined in the EFA) (the " Pricing Period "). In addition, we are required to issue to GHS shares in the amount of 115% of each Put. No Put will be made in an amount less than $10,000 or greater than $1,000,000. As a result, we may not have access to the full $30,000,000 amount available under the EFA. For example, if we made a Put in the amount of $100

RISK FACTORS

RISK FACTORS Readers of this Prospectus should carefully consider the risks and uncertainties described below. Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business. As an enterprise engaged in the commercialization of new technology, our business is inherently risky. Our common shares are considered speculative during the development of our business operations. Prospective investors should consider carefully the risk factors set out below. Summary Risk Factors The following summarizes certain principal factors that make an investment in our Company speculative or risky, all of which are more fully described in the " Risk Factors " section herein. This summary should be read in conjunction with the " Risk Factors " section and should not be relied upon as an exhaustive summary of the material risks facing the Company. If we default on the Secured Debenture, the secured holder could take possession of our assets, including our patents and other intellectual property. Several of the convertible notes issued by us are in litigation with uncertain outcomes. Our stockholders have limited voting power compared to the holder of our Series A Preferred Stock. We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate future prospects and may increase the risk that we will not be successful. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed. Our operating results may fluctuate due to market forces out of our control that impact demand for our produc

View Full Filing

View this S-1/A filing on SEC EDGAR