DarkPulse, Inc. Files S-1/A Amendment

TL;DR

DarkPulse (DPLS) filed an S-1/A amendment. Check for updates on biz/finances.

AI Summary

DarkPulse, Inc. filed an S-1/A amendment on November 6, 2024, providing updated information about its business. The company, previously known as Klever Marketing Inc. and Videocart Inc., is based in Houston, TX, and operates in the pre-packaged software industry. This filing likely contains details regarding its financial status, operations, or potential securities offerings.

Why It Matters

This filing provides updated disclosures for DarkPulse, Inc., which could impact investors' understanding of the company's current financial health and strategic direction.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to securities offerings or significant business updates, which can introduce volatility and risk for investors.

Key Numbers

• 20241106 — Filing Date (Date the S-1/A amendment was filed.)
• 1231 — Fiscal Year End (Indicates the end of DarkPulse, Inc.'s fiscal year.)

Key Players & Entities

• DarkPulse, Inc. (company) — Filer of the S-1/A amendment
• Klever Marketing Inc. (company) — Former name of DarkPulse, Inc.
• Videocart Inc. (company) — Former name of DarkPulse, Inc.
• 815 Walker Street, Suite 1155, Houston, TX 77002 (location) — Business and mailing address of DarkPulse, Inc.
• 333-276114 (filing_number) — SEC file number for DarkPulse, Inc.

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 (the " Common Stock "). This Pre-Effec
• $0.0009 — our Common Stock on the OTC Markets was $0.0009. Investing in our Common Stock involve
• $19.4 million — l months. The Company has approximately $19.4 million intercompany payables due from Optilan
• $794,500 — ies which represented gross proceeds of $794,500. The EFA grants us the right, 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
• $29,205,500 — y not have access to the full remaining $29,205,500 amount available under the EFA. For exa
• $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
• $0.000828 — nder the EFA at the discounted price of $0.000828. In addition, we are required to issue
• $2,520,000 — 500,000,000 shares would only represent $2,520,000, which is below the full amount of the

Filing Documents

• darkpulse_s1a3.htm (S-1/A) — 2214KB
• darkpulse_ex0205.htm (EX-2.5) — 137KB
• darkpulse_ex0501.htm (EX-5.1) — 7KB
• darkpulse_ex2101.htm (EX-21.1) — 4KB
• darkpulse_ex2301.htm (EX-23.1) — 2KB
• darkpulse_ex2302.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 9KB
• image_012.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 11KB
• image_023.jpg (GRAPHIC) — 37KB
• 0001683168-24-007666.txt ( ) — 7425KB
• dpls-20240630.xsd (EX-101.SCH) — 48KB
• dpls-20240630_cal.xml (EX-101.CAL) — 67KB
• dpls-20240630_def.xml (EX-101.DEF) — 195KB
• dpls-20240630_lab.xml (EX-101.LAB) — 372KB
• dpls-20240630_pre.xml (EX-101.PRE) — 330KB
• darkpulse_s1a3_htm.xml (XML) — 802KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 30 PRIVATE PLACEMENT 31

USE OF PROCEEDS

USE OF PROCEEDS 31 SELLING SECURITY HOLDER 32 MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS 33

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 35

BUSINESS

BUSINESS 51 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 65

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 67

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 68 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 69

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 69 PLAN OF DISTRIBUTION 73 SHARES ELIGIBLE FOR FUTURE SALE 75 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 75 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 75 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES 77 LEGAL MATTERS 78 EXPERTS 78 WHERE YOU CAN FIND MORE INFORMATION 78 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 10,301,957,534 shares outstanding as of November 5, 2024, includes 271,971,823 shares of Common Stock previously sold as restricted securities under the EFA, and excludes 3,500,000,000 shares of Common Stock issuable upon purchase of the Shares under the EFA. Equity Financing Agreement Summary Following the execution of the Equity Financing Agreement dated April 28, 2023 (which was superseded by subsequent agreements up to the EFA), GHS purchased an aggregate of 271,971,823 shares of Common Stock as restricted securities which represented gross proceeds of $794,500. 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 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 remaining $29,205,500 amount available under the EFA. For example, if we made a Put in the amount of $100,000 and the Market Price was $0.001, the purchase price would be $0.00

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

View Full Filing

View this S-1/A filing on SEC EDGAR