UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 8, 2025 (the “Record Date”), Dennis O’Leary, a stockholder (the “Majority Stockholder”) of DarkPulse, Inc., a Delaware corporation (the “Company”), approved certain actions by written consent (the “Written Consent”). As of the Record Date, the Majority Stockholder held approximately 51.32% of the Company’s voting rights. Pursuant to the Written Consent, the Majority Stockholder approved:
| Item 1. | Approval of a proposal to amend our Certificate of Incorporation (the “Certificate of Incorporation”) to increase our authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), from 20,000,000,000 to 30,000,000,000 (the “Authorized Increase”); and | |
| Item 2. | Approval of a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before May 30, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-two hundred (1:200) (the “Reverse Split”) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors (the “Board”), without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split; |
The Company will file a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the “PRE 14C”) and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The items approved will then be effective 20 days after the mailing. Further detail regarding each of the items approved will be found in the PRE 14C.
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.
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DarkPulse, Inc.
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| Date: July 10, 2025 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
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