Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2026, DarkPulse, Inc. (the “Company”)
entered into an Exclusive Patent License Agreement (the “License Agreement”) with the Government of the United States
of America, as represented by the Secretary of the Department of the Air Force (the “DAF”), acting through the Air
Force Research Laboratory. The License Agreement grants the Company an exclusive license-and not an assignment or transfer of ownership-of
the U.S. Government’s rights in the licensed patents, subject to the reserved rights described below.
License Grant. The DAF grants the Company an
exclusive license to practice the licensed invention in the United States, in all fields of use, for the term of the agreement and subject
to the DAF’s reserved rights. The licensed patents are six issued U.S. patents (Nos. 12,024,316; 11,760,509 B1; 11,996,916 B2; 11,979,208
B1; 9,647,418 B1; and 12,133,210 B2), together with related applications and continuations. As described in notices previously published
by the DAF in the Federal Register, the licensed patents relate generally to technologies for satellite power sharing, including the scheduling
and transmission of power between satellites within a constellation; satellite communications, including precoding techniques and systems
for controlling communications through satellite hubs; and laser-generation technologies.
Reserved Government Rights. The license is
subject to the U.S. Government’s irrevocable, royalty-free right to practice the invention for governmental purposes, including
on behalf of any foreign government or international organization under treaty, and to the DAF’s right to require the Company to
grant sublicenses to meet public-use needs not reasonably satisfied by the Company. Sales to or for the U.S. Government are not subject
to royalties.
Term. The agreement runs from its effective
date until the earliest of expiration of the last licensed patent, a final adjudication (beyond appeal) that the last patent is invalid
or unenforceable, termination under the agreement, or the Company’s failure to timely pay patent maintenance fees.
Economic Terms. The License Agreement provides
for the following principal payment obligations:
Initial License Fee. A first, nonrefundable license fee of $15,000, payable within 30 days after
the effective date.
Running Royalty. A running royalty of 5% of gross revenues from non-Government sales received by
the Company and its subsidiaries during each agreement year of the term.
Minimum Annual Royalties. Minimum yearly royalties of: none for the first agreement year; $200,000
for the second agreement year; $300,000 for the third agreement year; and $400,000 for the fourth agreement year and each agreement year
thereafter. Payments are due annually, within two months following the end of each agreement year.
Patent Maintenance Fees. The Company is responsible for paying all patent maintenance fees on the
licensed patents to the U.S. Patent and Trademark Office during the term, subject to the payment schedule in the agreement, and for reimbursing
the DAF for any such fees, surcharges or reinstatement fees the DAF pays on the Company’s behalf.
Litigation Recoveries. If the Company enforces the licensed patents, the Company must pay the DAF
25% of amounts recovered by judgment or settlement, after deduction of reasonable litigation expenses.
Development and Commercialization. The Company
must use its best efforts to bring the invention to practical application under a development plan, submit annual progress reports, and
develop and roll out a product within 30 months of execution in accordance with specified milestones. Any royalty-based product produced
through use of the invention must be manufactured substantially in the United States.
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Other Material Terms. Sublicenses and assignments
generally require the DAF’s prior written approval, except that the Company may assign to a successor by merger, acquisition or
sale of the related portion of its business that agrees in writing to be bound. The DAF may terminate for nonpayment (subject to notice,
cure and surcharge) or, on three months’ notice and an opportunity to cure, for failure to execute the development plan, substantial
breach, a willful misstatement in the development plan, or specified insolvency events; the Company may terminate on one month’s
notice. Neither party warrants the validity, enforceability, scope or non-infringement of the patents, implied warranties are disclaimed,
the Company has agreed to indemnify the DAF, and the Company may not imply DAF endorsement of the Company or its products.
The foregoing description of the License Agreement
is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the License Agreement.
The License Agreement is not being filed as an exhibit to this Current Report. The Company intends to address the agreement separately
for purposes of Item 601 of Regulation S-K after the Department of the Air Force identifies the portions, if any, of the agreement that
may not be publicly disclosed.