SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 10, 2015
Duos Technologies Group, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
6622 Southpoint Drive S., Suite 310, Jacksonville, Florida 32216
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number, including area code)
Information Systems Associates, Inc
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 Other Events
Effective July 10, 2015, Information Systems Associates Inc, Jacksonville, Florida (the “Company”) (OTCQB: IOSA), amended its Articles of Incorporation to change the Company’s name to Duos Technologies Group, Inc. In connection with the name change, our stock symbol has been changed to “DUOT” and the new CUSIP number is 266042100 .
A copy of the Certificate of Amendment filed with the Florida Secretary of State is attached as Exhibit 3.1 and a copy of the press release announcing the name and stock symbol changes is attached as Exhibit 99.1. Both exhibits are incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No . Description of Exhibit
|3.1||Articles of Amendment to the Articles of Incorporation|
|99.1||Press Release, dated July 10, 2015, announcing the change in corporate name and stock symbol.|
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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 13, 2015||By:||/s/ Adrian Goldfarb|
|Chief Financial Officer|
Articles of Amendment
Articles of Incorporation
Information Systems Associates, Inc.
( Name of Corporation as currently filed with the Florida Dept. of State )
(Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
|A.||If amending name, enter the new name of the corporation:|
DUOS TECHNOLOGIES GROUP, INC.
The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”
|B.||Enter new principal office address, if applicable:|
(Principal office address MUST BE A STREET ADDRESS ) Not applicable
|C.||Enter new mailing address, if applicable:|
(Mailing address MAY BE A POST OFFICE BOX ) Not applicable
|D.||If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:|
Name of New Registered Agent Not applicable
(Florida street address )
New Registered Office Address : , Florida
(City) (Zip Code)
New Reg ist ered Agent’s Signature, if changing Reg ist ered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
Signature of New Registered Agent, if changing
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If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.
X Change PT John Doe
X Remove V Mike Jones
X Add SV Sally Smith
|Type of Action||Title||Name||Address|
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E. If amending or adding additional Articles, enter change(s) here:
(Attach additional sheets, if necessary). (Be specific)
|F.||If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:|
( if not applicable, indicate N/A )
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The date of each amendment(s) adoption: if other than the date this document was signed.
Effective date if applicable :
(no more than 90 days after amendment file date)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.
Adoption of Amendment(s) ( CHECK ONE )
|■||The amendment(s) was/were approved by the shareholders . The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.|
|o||The amendment(s) was/were adopted by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):|
“The number of votes cast for the amendment(s) was/were sufficient for approval
|o||The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.|
|o||The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.|
Signature /s/ Gianni B. Arcaini
(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
Gianni B. Arcaini
(Typed or printed name of person signing)
(Title of person signing)
Information Systems Associates, Inc. Changes Name and Stock Symbol to Duos Technologies Group, Inc. and “DUOT”
Better Reflects Ongoing Business Focus and Strategy
Jacksonville, FL /Marketwired/ July 10, 2015 - Information Systems Associates Inc. (OTCQB: DUOT), a provider of intelligent security analytical technology solutions, is pleased to announce that, effective July 10, 2015, its name will change to Duos Technologies Group, Inc. and its stock symbol will change from “IOSA” to “DUOT.”
The Company’s common stock has been assigned a new CUSIP number of 266042100, in connection with the name change. Outstanding stock certificates will not be affected by the name change and will not need to be exchanged. All stock trading, filings and market-related information will be reported under the new corporate name and trading symbol.
Gianni Arcaini, Chairman and CEO of Duos Technologies Group, stated, “This name and symbol change is the final step in our recently closed merger. Duos Technologies has grown to be a leader in analytical technology solutions and this change will enable us to capitalize on our strong brand and ensure continued name recognition among our global client base. We look forward to continuing to share our business progress and strategy for growth with our shareholders and the Wall Street community.”
Duos Technologies Group Inc.
Duos Technologies Group Inc. (OTCQB: DUOT), based in Jacksonville, FL, provides intelligent security analytical technology solutions with a strong portfolio of intellectual property. The Company’s core competencies include advanced intelligent technologies that are delivered through its proprietary integrated enterprise command and control platform, cen t raco TM . The Company provides its broad range of technology solutions with an emphasis on mission critical security, inspection and operations within the rail, utilities, petrochemical, healthcare, and hospitality sectors.
For more information, check out: http://www.duostech.com
This press release contains forward-looking statements that involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to, our expectations as to continued revenues growth and ultimate profitability, our business environment and industry trends, competitive environment, the sufficiency and availability of working capital, ability to raise working capital and general changes in economic conditions. Further information on our risk factors is contained in our filings with the SEC, including the Form 10-K for the year ended December 31, 2014. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to revise or update any forward-looking statement for any reason.