8-K
DUOS TECHNOLOGIES GROUP, INC. (DUOT)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):January 28, 2022
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Duos Technologies Group, Inc.
(Exact name of registrant as specified in itscharter)
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| Florida | 001-39227 | 65-0493217 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
7660Centurion Parkway, Suite100, Jacksonville, Florida 32256
(Address of Principal Executive Offices) (ZipCode)
(904) 296-2807
(Registrant’s telephone number, includingarea code)
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 | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (par value $0.001 per share) | DUOT | The Nasdaq Stock Market LLC |
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 check mark 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 2.02
Results of Operations and Financial Condition.
On January 28, 2022, Duos Technologies Group, Inc. (the "Company") issued a press release announcing the preliminary operating results of the Company for the quarter and year ended December 31, 2021. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company's current growth rates and the Company's present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company's expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
The press release may also be found on our website at https://duostechnologies.com.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press<br> Release, dated January 28, 2022. |
| 104 | Cover Page Interactive Data File<br> (formatted as Inline XBRL and contained in Exhibit 101) |
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: January 28, 2022 | By: | /s/ Adrian Goldfarb |
| Adrian Goldfarb<br><br> <br>Chief Financial Officer |
EXHIBIT 99.1
| duos****tech | FOR IMMEDIATE RELEASE |
|---|
Duos Technologies Group Issues PreliminaryFourth Quarter and Full Year 2021 Revenue Results
Initial 2022 Revenue Guidance Set Between$16.5 Million and $18 Million Based on Current Backlog
Jacksonville, FL / Accesswire / January28, 2022 - Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) through its operating subsidiary Duos Technologies, Inc., a provider of vision based analytical solutions, reported select preliminary financial results for the fourth quarter and full year ended December 31, 2021.
Based on preliminary, unaudited results, the Company expects total revenue for the fourth quarter of 2021 to be $3.75 million, in line with the same year-ago period. Management also estimates that the Company’s Q4 net loss will be in the range of $250,00 to $295,000 compared with net loss of $426,000 for Q4 in fiscal year 2020, an improvement of at least 31%. This improvement in operating results is expected to continue in 2022 for the full year.
Duos previously issued total revenue guidance for the fiscal year ended December 31, 2021 to be at least $8 million. Based on preliminary fourth quarter results, the Company now expects total revenue to be approximately $8.29 million.
"Our preliminary results for 2021 reflect the successful implementation of the first steps in our long-term strategic roadmap despite facing significant challenges during the year, including customer execution delays and supply-chain disruptions. Our Q4 revenues were made possible by the tireless efforts of our whole team, all of whom worked through the holidays to meet various project completion deadlines," commented Duos CEO Chuck Ferry. "We've entered 2022 with significant operating and sales momentum. Based on our current projections, we are anticipating significant revenue growth in the coming year and steady progress towards profitability along the way. Like the rest of our industry and many businesses throughout the global economy, we expect to continue dealing with supply chain issues. Importantly, we are taking the necessary steps now to mitigate the impact to our ability to execute for our customers, partners and stakeholders in the future.”
Duos is entering 2022 with a strong backlog of business. During the last quarter, the Company was successful in closing several high-value contracts in the rail segment and is now also developing offerings to inspect other types of moving vehicles such as trucks. At this time the Company is issuing preliminary revenue guidance between $16.5 million and $18 million for fiscal year 2022, based on its current backlog, a more than doubling of revenues year over year.
Final financial results remain subject to audit and will be reported in the Company's 10-K, which is expected to be filed prior to the end of March annual deadline. Further updates, including additional commentary relating to the Company's results and outlook, will be issued in March.
About Duos Technologies Group, Inc.
Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiary, Duos Technologies, Inc., designs, develops, deploys and operates intelligent vision-based technology solutions supporting rail, logistics, intermodal and government customers that streamline operations, improve safety and reduce costs. The Company provides cutting edge solutions that automate the mechanical and security inspection of fast-moving trains, trucks and automobiles through a broad range of proprietary hardware, software, information technology and artificial intelligence. For more information, visit www.duostech.com.
Forward- Looking Statements
This news release includes forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects -- both business and financial. Althoughwe believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, wecannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subjectto risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by theuse of forward-looking words such as "believe," "expect," "anticipate," "should," "planned,""will," "may," "intend," "estimated," and "potential," among others. Important factorsthat could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditionsand those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission.We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statementsto reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, exceptas required by law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalfare expressly qualified in their entirety by this cautionary language.
| Contacts |
|---|
| Corporate<br><br> <br>Fei Kwong, Director, Corporate Communications<br><br> <br>Duos Technologies Group,<br> Inc. (Nasdaq: DUOT)<br><br> 904-652-1625**** fk@duostech.com<br><br> <br>****<br><br> <br>Investor Relations<br><br> <br>Matt Glover or Tom Colton<br><br> <br>Gateway Investor Relations<br><br> <br>949-574-3860<br><br> <br>DUOT@gatewayir.com |