Duos Technologies Enters Material Definitive Agreement

TL;DR

DUOT just filed an 8-K for a material definitive agreement on unregistered equity sales. Watch this space.

AI Summary

On April 3, 2024, Duos Technologies Group, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in Florida and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and future operations.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate financial distress or a need for capital, which carries inherent risks.

Key Players & Entities

• Duos Technologies Group, Inc. (company) — Registrant
• April 3, 2024 (date) — Date of earliest event reported
• Florida (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock (par value $0.001 per share) DUOT The Nasdaq Stock Ma
• $250,000 — referred Stock and received proceeds of $250,000. The Series D Preferred Stock was sold
• $1,000 — he Series D Preferred Stock was sold at $1,000 a share. The April Purchase Agreement c

Filing Documents

• duot_8k.htm (8-K) — 29KB
• 0001553350-24-000009.txt ( ) — 199KB
• duot-20240322.xsd (EX-101.SCH) — 3KB
• duot-20240322_lab.xml (EX-101.LAB) — 33KB
• duot-20240322_pre.xml (EX-101.PRE) — 22KB
• duot_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on March 22, 2024 Duos Technologies Group, Inc. (the "Company") issued 500 shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock") and 2,125 shares of Series E Convertible Preferred Stock and, on March 28, 2024 the Company issued an additional 120 shares of Series D Preferred Stock. On April 3, 2024, the Company entered into a Securities Purchase Agreement (the "April Purchase Agreement") with an accredited investor, pursuant to which the Company issued a further 250 shares of Series D Preferred Stock and received proceeds of $250,000. The Series D Preferred Stock was sold at $1,000 a share. The April Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties and was in the same form as the Series D Securities Purchase Agreement entered into on March 22, 2024 and filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 25, 2024. The terms of the Series D Preferred Stock were previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on October 3, 2022, and the Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock was filed as an exhibit to that Form 8-K. In connection with the April Purchase Agreement, the Company also entered into a Registration Rights Agreement (the "April Registration Rights Agreement"). Pursuant to the April Registration Rights Agreement, the Company shall file with the SEC a registration statement covering the resale of the shares of common stock into which the shares of Series D Preferred Stock issued under the April Purchase Agreement are convertible. Subject to certain conditions, the Company must cause such registration statement to be declared effective by 90 days after closing (or in the event of a full review by t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the shares of Series D Preferred Stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"), but qualified for an exemption under Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Form of Securities Purchase Agreement for Series D Preferred Stock (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2024) 10.2 Form of Registration Rights Agreement for Series D Preferred Stock (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2024) 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. DUOS TECHNOLOGIES GROUP, INC. Dated: April 5, 2024 By: /s/ Andrew W. Murphy Andrew W. Murphy Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR