Current Report Filing (8-k)
May 05 2022 - 6:01AM
Edgar (US Regulatory)
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2022-05-04
2022-05-04
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iso4217:USD
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UNITED STATES
SECURITIES 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 Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 4, 2022
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Duos Technologies Group, Inc.
(Exact name of registrant as specified in its
charter)
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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) (Zip
Code)
(904) 296-2807
(Registrant’s telephone number, including
area 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) |
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Name of each exchange on which registered |
Common Stock (par value $0.001 per share) |
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DUOT |
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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.
The materials attached to this Current Report on Form
8-K (this “Report”) as Exhibit 99.1 include disclosure that Duos Technologies Group, Inc. (the “Company”) expects
its revenues for the first quarter of 2022 to be approximately $1.3-$1.4 million, and revised its net loss for the fourth quarter of 2021
to $200,000.
Because the Company’s financial statements for
the quarter ended March 31, 2022 have not yet been finalized or reviewed, these preliminary statements regarding the Company’s revenues
as of March 31, 2022 are subject to change, and the Company’s actual revenues as of that date may differ materially from these preliminary
estimates. Accordingly, you should not place undue reliance on these preliminary estimates.
Item 7.01 Regulation FD Disclosure.
As previously announced, the Company presented at
the Planet MicroCap Showcase 2022 in Las Vegas on Wednesday, May 4, 2022 at 2:00 p.m. PT (5:00 p.m. ET). Pursuant to Regulation FD, the
Company hereby furnishes the materials presented in the form of a PowerPoint Presentation.
The information provided under Item 2.02 and Item
7.01 of this Report, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities
and Exchange Commission (the “SEC”) 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 |
104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
This Report includes forward-looking statements regarding
the Company’s financial results and estimates and business prospects that involve substantial risks and uncertainties that could
cause actual results to differ materially. Forward-looking statements relate to future events and typically address the Company’s
expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,”
“project,” “target,” “anticipate,” “intend,” “estimate,” “will,”
“may,” “should,” “could,” “forecast” and other words and terms of similar meaning, typically
identify such forward-looking statements. In particular, statements regarding our projected revenues are examples of such forward-looking
statements. Forward-looking statements involve risks and uncertainties and there are important factors that could cause actual results
to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to,
risks related to the finalization and review of our quarterly results for the quarter ended March 31, 2022 and the possibility that such
results may differ from those disclosed in this Report, the Company’s ability to continue as a going concern, the Company’s
ability to generate sufficient cash to continue and expand operations, the competitive environment generally and in the Company’s
specific market areas, changes in technology, the availability of and the terms of financing, changes in costs and availability of goods
and services, economic conditions in general and in the Company’s specific market areas, changes in federal, state and/or local
government laws and regulations potentially affecting the use of the Company’s technology, changes in operating strategy or development
plans and the ability to attract and retain qualified personnel. The Company cautions that the foregoing list of risks, uncertainties
and factors is not exclusive. Additional information concerning these and other risk factors is contained in the Company’s most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other filings
filed by the Company with the SEC, which are available at the SEC’s website, http://www.sec.gov. The Company believes its plans,
intentions and expectations reflected in or suggested by these forward-looking statements are based on reasonable assumptions. No assurance,
however, can be given that the Company will achieve or realize these plans, intentions or expectations. Indeed, it is likely that some
of the Company’s assumptions may prove to be incorrect. The Company’s actual results and financial position may vary from
those projected or implied in the forward-looking statements and the variances may be material. Each forward looking statement speaks
only as of the date of the particular statement. We do not undertake or accept any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances
on which any forward-looking statement is based, except as required by law. All subsequent written and oral forward-looking statements
concerning the Company or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above.
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: May 4, 2022 |
By: |
/s/ Adrian Goldfarb |
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Adrian Goldfarb
Chief Financial Officer |
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