On April 27, 2018 KLMK entered into a "Reverse Merger" agreement with "Darkpulse Technologies", a private company with limited information available.
Shares purchased between now and the effective date of the Reverse Merger will be subject to a 1 for 6 Reverse Split https://backend.otcmarkets.com/otcapi/company/sec-filings/12721283/content/html
|Item 1.01 ||Entry into Material Definitive Agreement. |
On April 27, 2018, Klever Marketing, Inc. (“ Parent ”), DarkPulse Technologies Inc., a New Brunswick corporation (“ Target Company ”), and DPTH Acquisition Corporation, a wholly owned subsidiary of Parent (the “ Merger Subsidiary ”) entered into an Agreement and Plan of Merger, attached hereto as Exhibit 2.1 (the “ Merger Agreement ”). Under the terms of the Merger Agreement, Merger Subsidiary will merge with and into Target Company (the “ Merger ”), and Target Company will be the surviving corporation to the Merger and become a wholly owned subsidiary of Parent. The Merger is expected to close on or about May 30, 2018, subject to the satisfaction or waiver of customary closing conditions.
Additionally, prior to the Merger, Parent must (i) effect a reverse stock split of its outstanding common stock to ensure that there are no more than 15,000,000 shares of Parent common stock issued and outstanding immediately prior to the Merger Time, and (ii) ensure that all outstanding options, preferred stock, or other securities convertible into common stock have been cancelled, except that Parent shall be permitted to have outstanding a maximum of $150,000 in convertible promissory notes convertible into common stock of Parent at the Merger Time, which shall be retained by Parent post-Merger (the “ Assumed Liabilities ”). Prior to the Merger, Target Company must (i) ensure that there are not more than 1,000 shares of Target common stock issued and outstanding. Accordingly, after issuance of the Parent Common Stock in connection with the Merger, it is anticipated that shareholders of Parent immediately prior to the Merger will own approximately 15% of the issued and outstanding common stock of Parent immediately after effecting the Merger. Finally, at closing of the Merger, Target Company shall pay $150,000 to Parent or certain of Parent’s creditors or preferred shareholders as directed by Parent.
The foregoing description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. Currently, there is substantial doubt about the valuation of the surviving company- DarkPulse Technologies.