Liquidation: DarkPulse, Inc.

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Form Type: 424B4

Filing Date: 2025-05-02

Corporate Action: Liquidation

Type: New

Accession Number: 000168316825003059

Filing Summary: On May 2, 2025, DarkPulse, Inc. filed a prospectus relating to the offer and resale of shares of its common stock under an Equity Financing Agreement with GHS Investments LLC. The prospectus details the sale of up to 3,500,000,000 shares, with 55,555,556 shares already purchased as restricted securities. The Selling Security Holder, GHS, can offer these shares through public or private transactions. The document outlines the company’s operations, technology focusing on laser sensing systems, and the impact of the liquidation of its subsidiary, Optilan (UK) Limited. Optilan's liquidation began on June 28, 2023, following a court order, as a result of a winding-up petition filed by a creditor. DarkPulse is an unsecured creditor in this process, with potential financial implications due to intercompany payables totaling approximately $19.4 million. The company also highlights risks involved in investing in their stock, including dependence on major customers and ongoing litigation related to convertible notes. Additionally, the company seeks to leverage the EFA to support funding needs.

Additional details:

Common Stock Outstanding Before: 10,357,513,090 shares


Common Stock After Offering: 10,413,068,646 shares


Selling Security Holder: GHS Investments LLC


Previous Shares Sold Under EFA: 271,971,823 shares


Proceeds From Equity Financing Agreement: Up to $29,205,500


Form Type: POS AM

Filing Date: 2025-04-23

Corporate Action: Liquidation

Type: Update

Accession Number: 000168316825002765

Filing Summary: On April 23, 2025, DarkPulse, Inc. filed a Post-Effective Amendment to the Form S-1 registration statement to include information from its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amendment reflects changes in the registration statement originally effective on December 20, 2024. The prospectus indicates that the company intends to offer and resell up to 3,500,000,000 shares of its common stock under an equity financing agreement with GHS Investments LLC. The document also outlines that due to the liquidation of Optilan (UK) Limited, which was a wholly owned subsidiary of a subsidiary of DarkPulse, the company faces potential financial risks and expects substantial impairments to its financial position. The official receiver has taken over the assets of Optilan (UK) Limited following a winding-up order issued on June 28, 2023, and the company is currently addressing the implications of this liquidation on its operations.

Additional details:

Date Of Effectiveness: 2024-12-20


Number Of Shares: 3,500,000,000


Ghs Investments Agreement Date: 2024-08-14


Liquidation Date: 2023-06-28


Joint Liquidator Appointed: August 9, 2023


Intercompany Payables: $19.4 million


Form Type: CORRESP

Filing Date: 2024-02-09

Corporate Action: Liquidation

Type: Update

Accession Number: 000168316824000807

Filing Summary: DarkPulse, Inc. filed a response to the SEC regarding comments on their Registration Statement on Form S-1. The company provided updates on various aspects including their operations following the involuntary liquidation of Optilan (UK) Limited, the business combination with Global System Dynamics, Inc. which will terminate if not completed by February 9, 2024, and the risk factors related to their financing agreements with GHS Investments LLC. The company also clarified its operations involving patented BOTDA dark-pulse sensor technology, its equity financing with GHS Investments, the potential consequences of the business combination's non-consummation, and detailed its outstanding debt and liquidity requirements for the upcoming year. The document discusses numerous regulatory requirements, financing structures, and the implications for the share price and shareholder dilution based on past and current financing agreements.

Additional details:

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Current Operations: The extent of company's operations post-Optilan liquidation and sales of patented technology.


Business Combination Status: The transaction with Global System Dynamics, Inc. is at risk of liquidation if not consummated by February 9, 2024.


Equity Financing Agreement Summary: Details on the agreement with GHS Investments including funding limitations and share issuance.


Risk Factors: Significant dilution and impacts on share price from financing agreements since August 2021.


Outstanding Debt Details: Total outstanding debt, defaulted amounts and pending litigation.


Gds Public Shares Info: Details on Global System Dynamics remaining public shares and funds in trust account.


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