UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2020
Duos Technologies Group, Inc.
(Exact name of registrant as specified in its charter)
Florida |
001-39227 |
65-0493217 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
6622 Southpoint Drive S., Suite 310
Jacksonville, Florida 32216
(Address of Principal Executive Office) (Zip Code)
(904) 652-1601
(Registrants telephone number, including area code)
____________________________________________________
(Former Name or 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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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DUOT |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01
Other Events.
As previously reported, Duos Technologies Group, Inc., a Florida corporation (the “Company”) entered into an Underwriting Agreement dated as of February 12, 2020 (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters listed therein (the Underwriters), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the Offering) an aggregate of 1,350,000 shares of the Companys common stock, par value $0.001 per share (the Common Stock), at a public offering price of $6.00 per share. In addition, the Underwriters were granted an over-allotment option (the Over-allotment Option) for a period of 45 days to purchase up to an additional 202,500 shares of Common Stock to cover over-allotments, if any. The Common Stock was offered and sold to the public pursuant to the Companys registration statement on Form S-1 (File No. 333-235455), filed by the Company with the Securities and Exchange Commission on December 11, 2019, as amended, which became effective on February 12, 2020.
On February 20, 2020, pursuant to and in compliance with the terms and conditions of the Underwriting Agreement and the Offering, the Underwriters provided notice that they would partially exercise the Over-allotment Option to purchase 192,188 shares of Common Stock at $6.00 per share (the Over-Allotment Exercise). The sale of the Over-Allotment Exercise to purchase 192,188 shares of Common Stock closed on February 21, 2020. The Company has received gross proceeds of approximately $9.25 million for the Offering to date, including the exercise of the Over-Allotment Exercise, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company.
On February 21, 2020, the Company issued a press release announcing the Over-Allotment Exercise. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) |
Exhibits. |
Exhibit Number |
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Description |
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99.1 |
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Press Release dated February 21, 2020 |
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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.
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DUOS TECHNOLOGIES GROUP, INC. |
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Dated: February 24, 2020 |
By: |
/s/ Adrian Goldfarb |
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Adrian Goldfarb Chief Financial Officer |
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EXHIBIT 99.1
duostech
Duos Technologies Announces Exercise of Over-Allotment Option
Jacksonville, FL / Accesswire / February 21, 2020 -
Duos Technologies Group, Inc. (NASDAQ:DUOT) ("Duos" or the "Company"), a provider of intelligent analytical technology solutions, today announced that, in connection with its previously announced underwritten public offering of its shares of common stock, the underwriters have partially exercised and closed on their over-allotment option and purchased an additional 192,188 shares of common stock from the Company at a price of $6.00 per share. The Company received approximately $1.06 million in additional net proceeds from the sale of these shares, after deducting the underwriting discount.
The Company intends to use the net proceeds from the offering for research and development activities, sales and marketing, and for general working capital purposes.
ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering and The Benchmark Company acted as co-manager for the offering.
The Securities and Exchange Commission declared effective a registration statement on Form S-1 relating to these securities on February 12, 2020. A final prospectus relating to this offering has been filed with the Securities and Exchange Commission. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained by contacting ThinkEquity, 17 State Street, 22nd Floor, New York, NY 10004, telephone (877) 436-3673, email: prospectus@think-equity.com and is available on the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Duos Technologies Group, Inc.
Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiary, Duos Technologies, Inc., provides advanced, analytical technology solutions with a strong portfolio of intellectual property. The Company's core competencies include intelligent technologies that combine machine learning, artificial intelligence and advanced video analytics that are delivered through its proprietary integrated enterprise command and control centraco® platform. The Company provides its broad range of technology solutions with an emphasis on mission critical security, inspection and operations within the rail transportation, retail, petrochemical, government, and banking sectors. Duos Technologies also offers professional and consulting services for large data centers. For more information, visit www.duostech.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking terminology such as believes, expects, may, will, should, anticipates, plans, or similar expressions or the negative of these terms and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Duos Technologies Group, Inc.s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Duos Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Duos filings with the SEC.
Contacts: |
Corporate Tracie Hutchins
Duos Technologies Group, Inc.
Investor Relations Matt Glover or Tom Colton Gateway Investor Relations (949) 574-3860 DUOT@GatewayIR.com |