Duos Technologies Files 8-K: Equity Sales & Governance Updates

TL;DR

DUOS sold equity, modified security holder rights, and updated ethics code. Watch for dilution.

AI Summary

On September 19, 2024, DUOS TECHNOLOGIES GROUP, INC. filed an 8-K report detailing several key events. The company announced unregistered sales of equity securities, indicating a potential dilution of existing shares. Additionally, the filing addresses material modifications to the rights of security holders and amendments to the company's code of ethics, suggesting internal governance changes.

Why It Matters

This filing signals potential share dilution and changes in the company's internal policies, which could impact investor holdings and corporate governance.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution, and modifications to security holder rights warrant investor attention.

Key Players & Entities

• DUOS TECHNOLOGIES GROUP, INC. (company) — Filer of the 8-K report
• September 19, 2024 (date) — Earliest event reported date

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock (par value $0.001 per share) DUOT The Nasdaq Stock Ma
• $2.61 — e the exercise price of the warrants to $2.61 per share, and to remove any "blocker"
• $899,520.84 — s in the warrants. The Company received $899,520.84 upon the exercise. The shares of Commo
• $3.00 — the Series E Preferred Stock (which is $3.00) without the consent of the holders of

Filing Documents

• duot_8k.htm (8-K) — 25KB
• duot_ex3z12.htm (EX-3.12) — 8KB
• 0001553350-24-000095.txt ( ) — 207KB
• duot-20240919.xsd (EX-101.SCH) — 3KB
• duot-20240919_lab.xml (EX-101.LAB) — 33KB
• duot-20240919_pre.xml (EX-101.PRE) — 24KB
• duot_8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Duos Technologies Group, Inc. (the "Company), on September 19, 2024, issued an aggregate of 344,644 shares of common stock, par value $0.001 per share (the "Common Stock"), upon the exercise by 21 April Fund LP and 21 April Fund Ltd. (collectively, the "21 April Entities") of warrants to purchase 104,647 and 239,997 shares of Common Stock, respectively. In connection with such exercise, the Company and the 21 April Entities agreed to reduce the exercise price of the warrants to $2.61 per share, and to remove any "blocker" or similar provisions in the warrants. The Company received $899,520.84 upon the exercise. The shares of Common Stock issued upon exercise of the warrants were not registered under the Securities Act of 1933, as amended (the "Securities Act"), but were issued in reliance upon the exception from registration contained in Section 4(a)(2) of the Securities Act and on Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

03 Material Modification to Rights of Security

Item 3.03 Material Modification to Rights of Security Holders As previously disclosed, the Securities Purchase Agreements pursuant to which the Company issued shares of its Series E Convertible Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock"), provided that the Company, through December 31, 2024, could not issue shares of Common Stock, with certain exceptions, at a price per share less than the conversion price of the Series E Preferred Stock (which is $3.00) without the consent of the holders of 66.6% of the outstanding shares of Series E Preferred Stock. The holders of the Series E Preferred Stock consented to the issuance of the Common Stock at an exercise price of $2.61 as described above and, in connection therewith, the Company agreed to reduce the conversion price of the Series E Preferred Stock from $3.00 to $2.61. On September 20, 2024, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Florida to effect the change.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Items 3.02 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 3.12 Articles of Amendment to Articles of Incorporation 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: September 23, 2024 By: /s/ Adrian G. Goldfarb Adrian G. Goldfarb Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR