UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 7, 2026, DarkPulse, Inc., a Delaware corporation (the “Company”), entered into an Exclusive Patent License Agreement (Agreement No. NLICENSE-NAWCWDCL-26-027) (the “License Agreement”) with the United States of America, as represented by the Secretary of the Navy, acting through the Naval Air Warfare Center Weapons Division (“NAWCWD”). Pursuant to the License Agreement, NAWCWD granted the Company an exclusive, United States-only license to practice inventions claimed in U.S. Patent Nos. 10,031,215 B1 (“Pulse timer providing accuracy in spatially local dimensioning and visualization”), 7,312,855 B1, and 7,948,610 B2 (the latter two each titled “Combined coherent and incoherent imaging LADAR”) (collectively, the “Licensed Patents”), continuing until expiration of the Licensed Patents unless sooner modified or terminated.
The material terms of the License Agreement include: (i) a nonrefundable upfront licensing fee of $15,000; (ii) a running royalty of 5% of net sales of royalty-bearing products in the United States, excluding sales to U.S. Government agencies or for known U.S. Government end use; (iii) minimum annual royalties commencing three (3) years after the effective date, escalating from $10,000 to $15,000 to $20,000 per year, payable in advance and nonrefundable, with automatic termination upon non-payment; (iv) an obligation to bring the Licensed Patents to practical application within four (4) years of the effective date and to manufacture products substantially in the United States; (v) sublicensing only with NAWCWD’s prior written consent, with sublicense income shared equally with NAWCWD; and (vi) NAWCWD’s right to terminate for cause upon thirty (30) days’ written notice, including for failure to execute the Company’s commercialization plan. The license is further subject to the irrevocable, royalty-free right of the United States Government to practice the Licensed Patents worldwide.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On May 7, 2026, the Company issued a press release announcing the execution of the License Agreement.
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.
| Exhibit No. | Description | |
| 10.1 | ||
| 99.1 | Press release dated May 7, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 7, 2026 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
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