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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): September 4, 2024

 

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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)   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 2024 Annual Gateway Conference on September 4, 2024 at 2:30 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 Release, dated August 20 2024
104   Cover Page Interactive Data File (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: September 4, 2024 By:   /s/ Adrian G. Goldfarb
   

Adrian G. Goldfarb

Chief Financial Officer

   

 

 

 

 

 

Exhibit 99.1

 

 

 
 

 

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 future results of operations, business strategy and plans and objectives of management for future operations. This presentation includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties or us. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. All of the market data used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe these industry publications and third- party research, surveys and studies are reliable, we have not independently verified such data. The industry in which we operate is subject to a high degree of uncertainty, change and risk due to a variety of factors, which could cause results to differ materially from those expressed in the estimates made by the independent parties and by us including statements regarding projected revenue and margins, new product developments, potential increases in our customer base and deployments, possible mergers and acquisitions activity, and our plans to expand into new markets, countries and categories. 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.

 
 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

Leading the New Age of Railroading with AI-Powered Innovation patented Railcar Inspection Portal (RIP®) evolutionizes mechanical defect detection, setting the industry standard through cutting-edge AI technology

Transforming Railcar Safety with Patented AI Solutions Advanced AI at the Edge enhances processing power for instant railcar safety data sharing, benefiting Class 1 and 2 railroads, shortline rails, and high- speed transit rail as well as operators and railcar owners/lessors. Enhancing Freight and Passenger Safety Across Borders RIP® technology significantly improves operational efficiency and train inspection capabilities, ensuring superior safety and performance in cross- border rail operations

 
 

 

 
 

 

Optimize Safety, Maximize Efficiency AI-Driven, Real-Time Railcar Inspection

Real-time/close-to-real-time notification of anomalies and defects Enables development of proactive maintenance strategies Monitor railcar condition over time with detailed visual records Simple cloud-based solution accessible via web browser Modern and intuitive user interface (near-zero learning curve) Affordable subscription-based software-as-a-service Immediate activation (no lengthy setup process) High-speed processing done at the Edge

 
 

 

 

 
 

 

DUOS EDGE AI

Duos Edge AI, Inc. (a subsidiary of Duos Technologies Group, Inc.) plans to build, own, and operate multiple Edge Data Center (EDC)s that provide edge co-locations services Installation of the first three EDCs will be completed in FY2024; installation frequency will accelerate in FY2025 with multiple EDCs installed by 2027 Doug Recker, Duos Edge AI President and Founder, has previously built and sold two similar businesses and has already generated a diverse pipeline of 200+ EDC locations and customers This line of business expected to generate $65M annual recurring revenue producing 70% gross margins and $41M EBITDA by 2027 Expected enterprise value of $800M or more based on current market conditions

 
 

 

DUOS EDGE AI OPPORTUNITY AND FOCUS  

The Broadband Equity Access and Deployment Program (BEAD) provides $42.45 billion to expand access to affordable, reliable, high-speed Internet through grants to individual states. Texas was awarded $363.8 million in broadband funding through the American Rescue Plan Act of 2021. Applicants to that program said they are frustrated with how slow the rollout has been. The state's broadband office initially said that it would announce who is receiving those funds in the summer or fall of 2023. summer or fall of 2023. Florida was awarded $400 million, provides funding for the installation and deployment of broadband Internet infrastructure in unserved Florida communities, providing valuable telehealth, economic, educational, and workforce development opportunities to offer a brighter future for all Floridians. Universal Service Program for Schools and Libraries (E Rate) provides eligible schools with high-speed internet. Discounts range from 20 to 90 percent and are based on the poverty level of the schools. Example is a Texas Regional School District which was recently awarded $37M and is expected to be our first EDC customer located in TX in Oct. 2024. Resound Networks (WISP) in Pampa, TX was awarded $303M to bring high-speed internet to rural, unserved areas in seven states.

 
 

 

 

 
 

 

DUOS ENERGY Duos Energy Corporation (a subsidiary of Duos Technologies Group, Inc.) will primarily build, own, and operate environmentally-friendly energy projects to support small, medium and large Edge Data Centers in the US, where utility-level electric capacity is struggling to keep up with demand

Our offerings include clean-burning natural gas generation assets and other complementary green solutions, including PV solar and battery energy storage We enable fast-track data center project commissioning by locating our dedicated power plants directly next to the fuel source, bypassing the requirement, cost and wait for utility power Bolstering our primary off-grid data center power solution, Duos Energy will also engage in offering similar hybrid dedicated power plants to other industrial customers (e.g. manufacturing, chemicals, oil & gas, mining, microgrids) and fast-track power plants to address near-term demands due to emergencies Duos is prepared to execute multiple power projects in the United States to support the demand of Data Center expansion

 
 

 

DUOS ENERGY DATA CENTER USE CASE Data Center Demand and Utility Issues Upward pressure on industrial utility prices from surging data center power demands Competition between data centers and commercial & residential customers for utility power Duos Solution Dedicated off-grid power plant adjacent to gas supply eliminates utility reliance Improves data center construction speed and adds reliability from colocation enabling efficient management of both power plant and data center assets Off-grid power plants can be constructed in < 12 months as opposed to several years for traditional utilities Duos Energy’s access to currently-available generating equipment couples with our experience constructing fast- track power plants in less than 12 months Innovative solution focuses on generation of clean energy without the need to connect to the grid Duos Energy’s solutions guarantees N+1 or N+2 redundancy from gas source to the data center

 

 
 

 

 
 

 

Charles (Chuck) Ferry Chief Executive Officer Over 38 years of military and private-sector leadership Doug Recker Duos Edge AI, President 30+ years of delivering multi-access Edge Data Center (“EDC”) and colocation services. SME in telecommunications, managing, designing, implementing, and deploying EDC Infrastructure across the US. Adrian Goldfarb Chief Financial Officer 45+ years of experience in commercial, operational, and financial positions in technology companies including over 18 years as CFO of public companies. Jeff Necciai Chief Technology Officer 35+ years of experience in designing, developing, and delivering value- driven technology solutions across a wide range of industries. Former CTO for Nascent Technologies. Chris King Chief Commercial Officer 23+ years of operational and commercial leadership experience within global energy & supply chain sectors. SME in managing acquisition integrations and building commercial team that focuses on new revenue, asset sales, and contract extensions. Leah Brown Controller 25+ years of experience in accounting, finance, program oversight, and strategic planning, including various financial positions at a Fortune 500 company in the transportation sector. John White VP, Operations 45+ years of military and private sector experience. Decorated Infantry Combat Veteran. SME with installation of power plants, solar farms, and Railcar Inspection Portals. David McKee Strategic Advisor-RAIL 40+ years of experience in the rail industry with leadership roles for CSX Transportation and Oldcastle Railroad. SME in rail safety, train operations, fleet productivity goals, and regulatory compliance.

 
 

 

(in ‘000s) (except EPS (LPS)) 6 Months 2023 (Unaudited) 6 Months 2024 (Unaudited) FY 2022 (Audited) FY 2023 (Audited) Revenues $4,414 $2,581 $15,012 $7,471 Cost of Revenues $3,636 $2,701 $10,264 $6,162 Gross Margin $779 ($120) $4,748 $1,309 Operating Expenses $6,074 $5,858 $11,613 $12,755 Income (Loss) from Operations ($5,295) ($5,978) ($6,865) ($11,447) Other Income (Expense) $166 $23 $0 $205 Net Income (Loss) ($5,133) ($5,957) ($6,865) ($11,242) EPS (LPS) ($0.72) ($0.81) ($1.11) ($1.56) Weighted Average Shares Outstanding 7,163 7,379 6,175 7,204

 

 
 

 

(in ‘000s) June 30, 2024, 10-Q (Unaudited) Dec 31, 2023, 10-K (Audited) Current Assets $3,428 $6,257

Cash, A/R, Contract Assets(1) $1,774 $4,546 Current Liabilities $3,616 $3,247 Contract Liabilities(2) $1,484 $1,666 Debt $0 $0 Cash $506 $2,442 Working Capital ($188) $1,711 Stockholders' Equity $2,888 $5,367

(1) Contract Assets become A/R as projects complete milestones (2) Contract Liabilities reduce as project milestones completed (excludes data provision contract liabilities)

 
 

 

  All share counts represent "Common Stock or Equivalents"   As of 08/05/24

Common Stock 7,689,969(1) Warrants Options 344,644(2) 1,279,064(3) Series D Convertible Preferred 466,334(4) Series E Convertible Preferred 4,451,669(5) Total Share Count Fully Diluted 14,331,680(1)

Market Capitalization (Aug. 5 $2.29)/Fully Diluted $18.15M/$29.43M(6)

(1) At-The-Market (ATM) shares 2,500,000; Issued but not outstanding shares 2,433,775; Common Stock with ATM shares 10,123,744; Fully Diluted if all ATM shares are sold 16,665,455 (2) Weighted Average Exercise Price: $3.61/share (3) Weighted Average Exercise Price: $5.22/share (4) Common Stock Equivalent as converted = 1,399 Preferred Shares (Series D), Exercise Price: $3.00/share (5) Common Stock Equivalent as converted = 13,625 Preferred Shares (Series E), Exercise Price: $3.00/share; 5(6) ,000 shares exchanged from Series F Note: Calculated by Intrinsic Value Method

 
 

 

 

 

 

Exhibit 99.2

 

 

duostech FOR IMMEDIATE RELEASE

 

 

Duos Technologies to Present at the 2024 Gateway Conference on September 4th

 

JACKSONVILLE, FL – August 20, 2024 – Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT), is confirmed to present at the 2024 Annual Gateway Conference, which is being held September 4-5, at the Four Seasons Hotel in San Francisco, CA.

 

The Duos management team is scheduled to present on Wednesday, September 4 at 11:30 a.m. Pacific Time (2:30 p.m. Eastern Time). The presentation will be webcast live and available for replay here. In addition to the presentation, Duos executives will be available for one-on-one meetings throughout the conference.

 

For additional information, to request an invitation, or to schedule a one-on-one meeting, please email conference@gateway-grp.com.

 

To stay up to date on the Company's most recent developments or to learn more about the Duos story and its revolutionary technology platforms, be sure to follow here or sign up for email alerts here. For more information please contact DUOT@duostech.com or visit the Company's website and social media channels: Website, LinkedIn, Twitter.

 

 

About The Gateway Conference

Set against the backdrop of the Four Seasons Hotel in San Francisco, the Gateway Conference offers a unique stage for both public and private companies to introduce their stories to new audiences. Celebrating 25 years of fostering impactful industry connections, this year's conference embodies Gateway's mission of connecting leading growth-stage companies with prospective investors, analysts, partners, and other capital markets constituents.

 

The event offers attendees an exclusive look at a diverse array of companies across sectors such as technology, cleantech, consumer, industrials, financial services, and healthcare. Through presentations and one-on-one meetings, investors and analysts will have exclusive access to senior company executives from over 100 private and public companies.

 

About Gateway Group

Gateway is a leading financial communications and digital media advisory firm specializing in assisting emerging growth companies for over 25 years. We work with businesses at various stages of corporate development, from private startups to public enterprises. Our team of experts offers decades of experience in all facets of corporate communications, including investor relations (IR) and public relations (PR), as well as cutting-edge digital media services such as branding & creative, web development, and social media. Gateway clients are industry leaders in technology, consumer, industrials, finance, business services, and more. To learn more about Gateway Group, our offerings, or how we can help meet your communications needs visit gateway-grp.com or connect with us on LinkedIn.

 

 

 

 
 

About Duos Technologies Group, Inc.

Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation designs, develops, deploys, and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers and power consulting. For more information, visit www.duostech.com and www.duosedge.ai.

 

Forward- Looking Statements

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects -- both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and 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 statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

 

 

Contacts

Corporate

Fei Kwong, Director, Corporate Communications

Duos Technologies Group, Inc. (Nasdaq: DUOT)

904-652-1625

fk@duostech.com

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