Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2015
Information Systems Associates, Inc.
(Exact name of registrant as specified in its charter)
|(State of Incorporation)||
6622 Southpoint Drive South, Jacksonville, FL
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (954) 840 0449
|7401 Wiles Road, Suite 232, Coral Springs, Fl 33067|
|(Former Name or Former Address, if Changed Since Last Report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|( 1 )|
|Item 1.01||Entry into a Material Definitive Agreement|
On March 15, 2015, Information Systems Associates Inc., (the “Company”), Duos Technologies, Inc., a Florida corporation (“Duos”), and Duos Acquisition Corporation, a Florida corporation and wholly owned subsidiary of the Company (“Merger Sub”; together with the Company and Duos, (the “Parties”) entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger entered into as of February 6, 2015 (the “Merger Agreement”) among the Parties. Pursuant to the Merger Agreement, Merger Sub is to merge with and into Duos in a statutory reverse triangular merger (the “Merger”) with Duos surviving the Merger as a wholly owned subsidiary of the Company.
The Amendment extends, from March 15, 2015 to April 30, 2015, the date after which either the Company or Duos can elect to terminate the Merger Agreement if the Merger has not yet been completed, so long as the terminating party is not in breach of the terms thereof.
A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
|Item 9.01||Financial Statements and Exhibits|
|2.1||First Amendment, dated as of March 15, 2015, to Merger Agreement, dated as of February 6, 2015, by and among Information Systems Associates, Inc. Duos Technologies, Inc. and Duos Acquisition Corporation, a wholly owned subsidiary of ISA .|
|( 2 )|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|INFORMATION SYSTEMS ASSOCIATES, INC.|
|Date: March 19, 2015||By:||/s/ Adrian Goldfarb|
|Chief Financial Officer|
MERGER AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered into as of March 15, 2015, by and between DUOS TECHNOLOGIES, INC., a Florida corporation ("Duos"); INFORMATION SYSTEMS ASSOCIATES, INC. , a Florida corporation ("ISA"); and DUOS ACQUISITION CORPORATION , a Florida corporation and a wholly-owned subsidiary of ISA ("Merger Sub").
WHEREAS, the parties have entered into a Merger Agreement and Plan of Merger dated February 6, 2015 (the “Agreement”).
WHEREAS, the parties wish to extend the time for closing of the Agreement.
WHEREAS, section 7.1 of the Agreement provides that the Agreement may not be amended by the parties thereto except by execution of an instrument in writing signed on behalf of each of ISA, Merger Sub and Duos.
NOW, THEREFORE , in consideration of the agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
|1||Change of Termination Provision: Article VII, section 7.1 (c) is hereby amended and replaced with the following language:|
“by either ISA or Duos, so long as such Party is not in breach hereunder, if the Merger shall not have been consummated on or before April 30, 2015 (other than as a result of the failure of the Party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at, or prior to, the Effective Time, in which event such Party may not terminate this Agreement pursuant to this provision for a period of ten days following such party's cure of such failure);”
|2||Except as amended hereby, the Agreement shall remain in full force and effect as written.|
|3||This Amendment Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all parties hereto notwithstanding that all of the parties are not signatories to the same counterpart.|
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement under seal as of the date first written above.
Information Systems Associates, Inc .
|/s/ Joseph P. Coschera||/s/ Adrian G. Goldfarb|
|Joseph P. Coschera||Adrian G. Goldfarb|
|Chief Executive Officer||Chief Financial Officer|
Duos Technologies, Inc
/s/ Gianni B. Arcaini
Gianni B. Arcaini
Chief Executive Officer