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DarkPulse (DPLS) notifies SEC of late 10-K; auditor review incomplete

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
NT 10-K

Rhea-AI Filing Summary

DarkPulse, Inc. submitted a Form 12b-25 notifying the SEC that its Form 10-K for the period ended December 31, 2025 will be filed late because the company "has been unable to complete the review process with the auditor."

The notification lists Dennis O’Leary as contact and notes a prior missed periodic report: a Quarterly Report on Form 10-K for the quarter ended March 31, 2023. The filing is signed March 31, 2026.

Positive

  • None.

Negative

  • None.

Insights

Late 10-K due to incomplete auditor review; governance follow-up needed.

The company states the Form 10-K for the period ended December 31, 2025 is delayed because it "has been unable to complete the review process with the auditor." This indicates outstanding audit items rather than a stated accounting disagreement.

Watch for the eventual 10-K filing and auditor statement. Subsequent filings should clarify whether the delay affected audit opinion, adjustments to results, or disclosures tied to the prior missed periodic report.

Reporting period December 31, 2025 Form 10-K period end referenced in the notice
Notice date March 31, 2026 Date the Form 12b-25 was signed
Contact telephone (800) 436-1436 Phone number listed for Dennis O’Leary
Prior missed report referenced Quarterly Report on Form 10-K for quarter ended March 31, 2023 Listed in Part IV question about prior filings
Rule 12b-25 regulatory
"The reasons described in reasonable detail in Part III of this form"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
Form 10-K financial
"The Company has been unable to complete the review process with the auditor"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
auditor review financial
"has been unable to complete the review process with the auditor"

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 12b-25

Commission File Number 000-18730

 

 

NOTIFICATION OF LATE FILING

 

(Check One):

 

(Check One) ☒ Form 10-K        ☐ Form 20-F       ☐ Form 11-K       ☐ Form 10-Q       ☐ Form 10-D       ☐ Form N-CEN        ☐ Form N-CSR

 

For Period Ended: December 31, 2025

 

☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K  

 

For the Transition Period Ended:

 

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I-Registrant Information

 

 

Full Name of Registrant DarkPulse, Inc.
   
Former Name if Applicable Klever Marketing Inc.
   
Address of principal executive office

2325 E Camelback Rd, Suite 400

   
City, State and Zip Code

Phoenix, AX 85016

 

 

 

 

   

 

 

Part II-Rules 12b-25 (b) and (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ☒

 

  a. The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
  b. The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
     
  c. The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

Part III-Narrative

 

State below in reasonable detail the reasons why the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)

 

The Company has been unable to complete the review process with the auditor.

 

Part IV-Other Information

 

1. Name and telephone number of person to contact in regard to this notification
       
  Dennis O’Leary (800) 436-1436
  (Name) (Area Code) (Telephone No.)
       
2. Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
   
  ☒ Yes     ☐ No
   
  Quarterly Report on Form 10-K for the quarter ended March 31, 2023.
   
3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   
  ☐ Yes     ☒ No
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

DarkPulse, Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: March 31, 2026 By /s/ Dennis O’Leary                                       
   Dennis O’Leary, Chief Executive Officer

 

 

 

 

 2 

FAQ

Why did DarkPulse (DPLS) file a Form 12b-25?

Because the company could not complete the auditor review. The Form 12b-25 states the audit review for the Form 10-K for the period ended December 31, 2025 was not complete. Contact listed is Dennis O’Leary and the notice is dated March 31, 2026.

When must DarkPulse file the delayed Form 10-K after this notice?

The Form 12b-25 itself does not specify a new filing date in the excerpt. The notice indicates Rule 12b-25 relief is being sought; timing for the completed Form 10-K is not provided in the excerpt and will appear in the subsequent filing.

Does this filing say the delay will change DarkPulse’s earnings?

No specific change in results is disclosed in the excerpt. The form asks whether significant changes are anticipated, but no affirmative explanation or quantitative estimate is included in the provided text.

Who is the contact for questions about the late filing?

Contact is Dennis O’Leary, Chief Executive Officer. The notice lists a telephone number formatted as (800) 436-1436 and the signature line shows Mr. O’Leary signed the notification dated March 31, 2026.