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):February 8, 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.) |
7660 Centurion Parkway, Suite 100, 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. ☐
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 securities laws.
Item 7.01 Regulation FD Disclosure.
As previously announced, Duos Technologies Group, Inc. (the “Company”) presented at the Second Annual Winter Wonderland Best Ideas Virtual Investor Conference on February 9, 2022 at 12:30 p.m., Eastern time. Pursuant to Regulation FD, the Company hereby furnishes the materials presented in the form of a PowerPoint Presentation.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended. The PowerPoint Presentation 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 | PowerPoint Presentation |
| 99.2 | Press<br> Release, dated February 8, 2022 |
| 104 | Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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: February 9, 2022 | By: | /s/ Adrian Goldfarb |
| Adrian Goldfarb<br><br> <br>Chief Financial Officer |
EXHIBIT 99.1
INVESTOR PRESENTATION FEBRUARY 2022 REV2.1 Nasdaq: DUOT
Safe Harbor Statement This presentation, as well as other written or oral statements made from time to time, includes “forward - looking statements” . Forward - looking statements are not based on historical information and include, without limitation, statements regarding our future financial condition and results of operations, business strategy and plans and objectives of management for future operations . Forward - looking statements reflect our current views with respect to future events . The words “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “project,” “estimate,” “plans,” “continuing,” or the negative of these words and similar expressions identify forward - looking statements . These forward - looking statements are based upon estimates and assumptions made by us or our officers that, although believed to be reasonable, are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially and adversely as compared to those contemplated or implied by such forward - looking statements . All forward - looking statements involve risks, assumptions and uncertainties . You should not rely upon forward - looking statements as predictors of future events . The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control . Actual results may differ materially from expected results . These risks, assumptions and uncertainties are not all of the important factors that could cause actual results to differ materially from those expressed in any of our forward - looking statements . Other known as well as unknown or unpredictable factors also could harm our results . All of the forward - looking statements we have included in this presentation are based on information available to us on the date of this presentation . We undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward - looking statements, whether as a result of new information, future events or otherwise . In light of these risks, uncertainties and assumptions, the forward - looking events discussed in this presentation might not occur . Any reference to financial projections in this presentation, if any, are for illustrative purposes only and are based upon certain hypothetical assumptions, which we believe are reasonable as of the date of this presentation . The selection of assumptions requires the exercise of judgment and is subject to uncertainty due to the effect that economic or other changes may have on future events . The assumptions used for the projections in this presentation, if any, are those we believe to be most significant to the projections . 2
Who We Are Advanced Technology Solutions Company Headquartered in Jacksonville, FL Strong intellectual property portfolio Founded in 2001 Listed on Nasdaq : DUOT We don’t move commerce ; we help customers move their commerce safer and faster 3
Charles (Chuck) Ferry Chief Executive Officer Scott Carns Chief Commercial Officer Ben Eiser Chief Operating Officer Adrian Goldfarb Chief Financial Officer Connie Weeks Chief Accounting Officer • Over 35 years of military and private - sector leadership • Previously CEO for APR Energy • Previously GM for ARMA Global • 26 years Army veteran • Infantry, ranger, and special operations commander Key member of the Duos team for over 20 years and Army veteran Inventor and innovator of most technology systems at Duos Global projects leadership to ensure on - time, under budget deployment 21 years Army veteran Airborne Infantry and Ranger Unit Leader Over 40 years business experience in technology companies including over 12 years as CFO of public companies Key member of the Duos team for 35 years Responsible for all aspects of financial reporting, internal controls, and auditing Jeff Necciai Chief Technology Officer Over 25 years of experience in designing, developing, and delivering value - driven technology solutions across a wide range of industries Management Team 4
Gen 1 20 - 25 Inspection points Gen 2 Up to 92 NEW Inspection points Rail Portfolio – Railcar Inspection Portal ( r i p ® ) 5
High Resolution Images Captured at 70mph 6
Raw images from multiple sensors Collected, processed, analyzed in cen t raco ® Presented to user to make a decision cen t raco ® + AI | Data Analysis (Rail Sample) 7
Expert AI Added to Training Models Images translated into actionable data Railcar Inspection Portal (rip®) – Artificial Intelligence 8
IMPROVED CUSTOMER EXPERIENCE • Technical Delivery / QA&QC • Operational • Expand customer base / completing initial R&D phase • Recurring Revenue EXPAND RAIL CUSTOMER BASE • Pivot into other sectors through Business Development & R&D Architecture • M&A 2020 - 2021 BUSINESS TURNED AROUND Phase 0 2022 INITIAL GROWTH Phase 1 2023 - 24 GROWTH EXPANSION Phase 2 EXPAND GLOBAL MARKET OPPORTUNITY • International Transportation Markets 9
Our Strategy “Taking proven solutions and technologies, adding our expertise and applying to other industries” Truck Inspection Portal Aircraft Inspection Portal 5G EDGE Data Centers Railcar Inspection Portal $3.5 Billion by FY27 1 MRO sector to grow to $4.7 Billion by FY30 2 $13.5 Billion by FY25 3 Global Cargo Inspection reach $2.3 Billion by FY26 4 (1) Source: Acumen Research and Consulting (2) Source: Copper Mobile (3) Source: PWC (4) Source: PR Newswire 10 5G EDGE Data Centers
2022 Financial Highlights as of 9/1/2021 Initial guidance of $16.5 - $18 million Strategic plan put in place for focus on growing key industry revenues, project execution Growing recurring revenue base Major new contract wins already in - house Q1 2022 with revenues in Q2 – Q4 2022 11
(1) Not directly comparable to current results due to re - presentation (2) Includes $885K one - time charge for severanc e (3) Forgiveness of Cares Act PPP Loan Consolidated Income Statement (in ‘000s) 9 months 2021 (Unaudited) 9 months 2020 (Unaudited) FY 2020 (Audited) FY 2021 (Preliminary) Revenues $4,544 $4,255 $8,039 $8,290 Cost of Revenues $7,721 $4,970 $5,253 (1) Gross Margin ($3,177) ($715) $2,786 (1) Operating Expenses $4,040 $5,507 $9,421 (1) Income (Loss) from Operations ($7,217) ($6,222) ($6,634) (2) Other Income (Expense) $1,408 (3) ($98) ($113) Net Income (Loss) ($5,809) ($6,322) ($6,747) EPS (LPS) ($1.63) ($1.95) ($2.03) Weighted Average Shares Outstanding 3,559 3,248 3,320 12
Balance Sheet (in ‘000s) Sep 30, 2021, 10 - Q (Unaudited) Dec 31, 2020, 10 - K (Audited) Current Assets $3,537 $3,969 Cash, A/R, Contract Assets (1) $2,892 $5,316 Current Liabilities $3,697 $3,636 Deferred Revenue, Contract Liabilities (2) $1,357 $1,025 Debt (SBA Loan) (3) $0 $1,410 Cash $2.3M $4.0M Working Capital ($0.2M) $2.2M Stockholders' Equity $0.9M $1.9M Selected Data (1) Contract Assets become A/R as projects complete milestones (2) Contract Liabilities reduce as project milestones completed (3) SBA Loan was forgiven in Q1 2021 13
(1) Weighted Average Exercise Price: $8,18/share (2) Weighted Average Exercise Price: $5.85/share (3) Common Stock Equivalent as converted = 1,705 Preferred Shares (Series B) Note: Calculated by Intrinsic Value Method As of 02/08/22 Common Stock 5,890,593 Warrants Options 1,376,466 (1) 1,104,838 (2) Series B Convertible Preferred 121,572 (3) Series C Convertible Preferred 0 Total Share Count Fully Diluted 8,493,469 Market Capitalization (Feb. 08, 2022)/Fully Diluted $29.1M/$29.8M Capital Structure 14
Contact Us Duos Technologies Corporate Fei Kwong Duos Technologies Group, Inc. 904 - 652 - 1625 fk@duostech.com Investor Relations Matt Glover or Tom Colton Gateway Investor Relations 949 - 574 - 3860 DUOT@gatewayir.com Nasdaq: DUOT
EXHIBIT 99.2
Duos Technologies to Presentat the Second Annual Winter Wonderland Best Ideas Virtual Investor Conference on February 9, 2022
JACKSONVILLE, FL / ACCESSWIRE /February 8, 2022 / Duos Technologies Group, Inc. ("Duos" or the "Company")(NASDAQ:DUOT), a provider of vision based analytical technology solutions, has been invited to present at the Winter Wonderland Best Ideas Virtual Investor Conference, which is being held on February 8-11, 2022.
Duos management is scheduled to present on Wednesday, February 9 at 12:30 p.m. Eastern time (9:30 a.m. Pacific time) with one-on-one meetings to be held throughout the conference. The presentation will be webcast live and available for replay here.
To receive additional information, request an invitation or to schedule a one-on-one meeting, please contact your conference representative or Investor Relations at DUOT@gatewayir.com.
About the 2^nd^ AnnualWinter Wonderland Best Ideas Virtual Conference
The Winter Wonderland Best Ideas Virtual Conference, presented by Issuer Direct, will take place on February 8-11, 2022. Dozens of public companies will be presenting via virtual webcast to a global investor audience. To attend the conference, register here.
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.
Contacts
Corporate
Fei Kwong, Director, Corporate Communications
Duos Technologies Group, Inc. (Nasdaq: DUOT)
904-652-1625
fk@duostech.com
InvestorRelations
Matt Glover or Tom Colton
Gateway Investor Relations
949-574-3860
DUOT@gatewayir.com