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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 21, 2024
Commission File Number 000-18730
DARKPULSE,
INC.
(Exact name of small business issuer as specified
in its charter)
Delaware |
|
87-0472109 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
815
Walker Street, Suite 1155, Houston,
TX 77002
(Address of principal executive offices)
800-436-1436
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Not applicable. |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Director
Appointment
On November 21, 2024,
the Board of Directors of DarkPulse, Inc., a Delaware corporation (the “Company”), expanded the board to four and appointed
George Pappas as a director to fill the new vacancy. There is no arrangement or understanding between Mr. Pappas or any other persons,
pursuant to which Mr. Pappas was selected as a director
George
Pappas
Mr. Pappas is a national security, foreign policy,
intelligence, and special operations expert with over four decades of experience as a government executive, and military officer. Mr.
Pappas has served as Staff Director, House Permanent Select Committee on Intelligence; Deputy Chief Financial Executive at the Defense
Intelligence Agency; and in other senior posts across the intelligence and special operations communities. Mr. Pappas was appointed as
a director due to his extensive experience in working with the U.S. and foreign governments.
|
Item 7.01 |
Regulation FD Disclosure. |
On November 27, 2024, the Company issued a press
release announcing Mr. Pappas’ appointment. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The furnishing of the
press release is not an admission as to the materiality of any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more complete information included in the Company’s filings
with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made
and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information
contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be
made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this
Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated
by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
DarkPulse, Inc.
|
|
|
Date: November 27, 2024 |
By: |
/s/ Dennis O’Leary |
|
|
Dennis O’Leary, Chief Executive Officer |
Exhibit 99.1
DarkPulse,
Inc. Appoints George Pappas to the Board of Directors
Mr. Pappas has also been appointed as Chief Government
Relations Officer assisting the Company with Foreign and US Governmental agencies
NEW YORK, New York, November 27, 2024, DarkPulse, Inc. (OTC Pink: DPLS)
(“DarkPulse”, “DPLS", or "the Company") today announced the Board has appointed Mr. George Pappas as
a member of the Board of Directors. Additionally, Mr. Pappas will be Chief Government Relations Officer. Mr. Pappas will serve as a member
of the Board until a successor has been elected and qualified.
Mr. Pappas is a national security, foreign policy, intelligence, and
special operations expert with over four decades of experience as a government executive, and military officer. Mr. Pappas has served
as Staff Director, House Permanent Select Committee on Intelligence; Deputy Chief Financial Executive at the Defense Intelligence Agency;
and in other senior posts across the intelligence and special operations communities.
Mr. Pappas’ longstanding relationships and experiences have been
critical to the safety and security of the nation.
“I look forward to building the Company with George. His extensive
operational experience in both private and public sectors will assist DarkPulse becoming a leader across multiple industries worldwide,”
said Dennis O’Leary, DarkPulse Founder and CEO. He continued, “Mr Pappas’ extensive intelligence and security background
brings much needed expertise the Company requires as we focus on intelligent infrastructure and national border security deployments globally.”
“It’s a great honor to be asked to join the DarkPulse Board
of Directors. As an admirer of DarkPulse’s innovative technology and commitment to excellence, I am excited to play a role in shaping
its future success,” said Mr. Pappas.
About DarkPulse, Inc.
DarkPulse, Inc. uses advanced laser-based
monitoring systems to provide rapid and accurate monitoring of temperatures, strains, and stresses. The Company’s technology excels
when applied to live, dynamic critical infrastructure and structural monitoring, including pipeline monitoring, perimeter and structural
surveillance, aircraft structural components and mining safety. The Company's fiber-based monitoring systems can assist markets that are
not currently served, and its unique technology covers extended areas and any event that is translated into the detection of a change
in strain or temperature. In addition to the Company’s ongoing efforts with respect to the marketing and sales of its technology
products and services to its customers, the Company also continues to explore potential strategic alliances through joint venture and
licensing opportunities to further expand its global market position. For more information, visit www.DarkPulse.com
Safe Harbor Statement
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements,
which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the
use of forward-looking terms such as "believe," "expect," "may," "should," "could,"
"seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable
terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial
condition, operations, costs, plans, and objectives are forward-looking statements. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding
the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements
include, among others, the following: our ability to successfully market our products and services; the acceptance of our products and
services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount
and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom
markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic
alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties
described in our prior filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether because of new information, future developments or otherwise.
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