Duos Technologies Group Files 8-K

TL;DR

DUOT filed an 8-K on 7/22 for a material agreement & equity sales. Details pending.

AI Summary

On July 22, 2024, Duos Technologies Group, Inc. entered into a material definitive agreement, likely related to its business operations. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement, the equity sales, and the financial information are not fully elaborated in this initial filing.

Why It Matters

This filing indicates significant corporate actions, including a material agreement and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes dilute existing shareholders or indicate a need for capital.

Key Players & Entities

• DUOS TECHNOLOGIES GROUP, INC. (company) — Registrant
• July 22, 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
• $2.2 million — he Notes, Edge received an aggregate of $2.2 million. The Notes mature on December 31, 2025,
• $3.00 — stock. The Warrants are exercisable at $3.00 per share (subject to adjustment) and e

Filing Documents

• duot_8k.htm (8-K) — 29KB
• ex4x1.htm (EX-4.1) — 96KB
• ex10x1.htm (EX-10.1) — 174KB
• ex10x2.htm (EX-10.2) — 165KB
• ex10x3.htm (EX-10.3) — 82KB
• 0001079973-24-001091.txt ( ) — 832KB
• duot-20240722.xsd (EX-101.SCH) — 3KB
• duot-20240722_lab.xml (EX-101.LAB) — 33KB
• duot-20240722_pre.xml (EX-101.PRE) — 22KB
• duot_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 22, 2024, Duos Technologies Group, Inc. (the "Company") and Duos Edge AI, Inc. ("Edge"), a wholly-owned subsidiary of the Company, entered into secured promissory notes (the "Notes") with two institutional investors in the Company. Under the Notes, Edge received an aggregate of $2.2 million. The Notes mature on December 31, 2025, and bear interest at the rate of 10% per annum. All principal and accrued interest under the Notes are due and payable on the maturity date. Edge will use the proceeds under the Notes solely to pay for the equipment and any services necessary to complete the installation of its previously-announced edge data centers. As security for the Notes, Edge and the Company entered into a Security Agreement (the "Security Agreement"), pursuant to which Edge granted a first priority security interest in the equipment installed at the edge data centers, as well as all revenues from such equipment, and the Company pledged all proceeds from its previously-announced "at-the-market" offering of its common stock pursuant to the prospectus dated May 17, 2024. All of the pledged revenues from the equipment and the at-the-market offering will be deposited in a blocked account and used solely to repay the Notes. In connection with the Notes, the Company issued warrants (the "Warrants") to purchase an aggregate of 300,000 shares of common stock. The Warrants are exercisable at $3.00 per share (subject to adjustment) and expire in five years. In the event the Notes are not paid by the maturity date, the interest rate on the Notes will increase to 18% per annum and the Company will issue additional warrants (with the same terms as the Warrants) to purchase an aggregate of 75,000 shares of common stock for each 30 days that the Notes are not paid after maturity. The Company has guaranteed all of Edge's obligations under the Notes pursuant to the terms of a Guaranty (the "Guaranty"). The Notes, Securi

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 Warrants 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 4.1 Form of Common Stock Purchase Warrant 10.1 Form of Secured Promissory Note 10.2 Form of Security Agreement 10.3 Form of Guaranty 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 23, 2024 By: /s/ Adrian G. Goldfarb Adrian G. Goldfarb Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR