Filed pursuant to Rule 424(b)(4)

Registration Nos. 333-235455 and 333-236408


PROSPECTUS

 

 


1,350,000 Shares of Common Stock

[duot_424b002.gif]

Duos Technologies Group, Inc.



We are offering 1,350,000 shares of our common stock, $0.001 par value per share, at a public offering price of $6.00 per share.


Our common stock was previously quoted on the OTCQX under the symbol “DUOTD”. Our common stock has been approved for listing on The NASDAQ Capital Market under the symbol “DUOT”, and will begin trading there on February 13, 2020. All share and per-share information, as well as all financial information, contained in this prospectus has been adjusted to give effect to the one-for-fourteen (1-for-14) reverse stock split, which was implemented on January 16, 2020 and effective at the commencement of trading of our common stock on January 17, 2020.


Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


 

 

Per Share

 

 

 

 

 

Total

 

Public offering price

 

$

6.00

 

 

 

 

 

$

8,100,000

 

Underwriting discounts and commissions(1)

 

$

0.45

 

 

 

 

 

$

607,500

 

Proceeds to us, before expenses

 

$

5.55

 

 

 

 

 

$

7,492,500

 

———————

(1)

Does not include a non-accountable expense allowance equal to 0.5% of the gross proceeds of this offering payable to underwriters. See “Underwriting” for a description of compensation payable to the underwriters.


We have granted a 45-day option to the representative of the underwriters to purchase up to 202,500 additional shares of our common stock, solely to cover over-allotments, if any.


The underwriters expect to deliver our shares to purchasers in the offering on or about February 18, 2020.


ThinkEquity
a division of Fordham Financial Management, Inc.


Benchmark Company


The date of this prospectus is February 12, 2020.





 



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TABLE OF CONTENTS


 

Page

Prospectus Summary

1

Risk Factors

10

Use of Proceeds

18

Market for Our Common Stock and Related Stockholder Matters

19

Capitalization

20

Dilution

21

Cautionary Note Regarding Forward-Looking Statements

22

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Business

35

Directors and Executive Officers

47

Executive Compensation

51

Security Ownership of Certain Beneficial Owners and Management

54

Certain Relationships and Related Party Transactions

56

Description of Capital Stock

57

Underwriting

60

Legal Matters

64

Experts

64

Where You Can Find More Information

64

Index to Consolidated Financial Statements

F-1


 

 

 


You should rely only on information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The information in this prospectus may only be accurate as of the date on the front of this prospectus regardless of time of delivery of this prospectus or any sale of our securities.


No person is authorized in connection with this prospectus to give any information or to make any representations about us, the common stock hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy our common stock in any circumstance under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of our common stock in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.


Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.









i



 


PROSPECTUS SUMMARY


This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus before investing in our common stock, especially the risks and other information we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes beginning on page F-1. Our fiscal year end is December 31 and our fiscal years ended December 31, 2017, and 2018 are sometimes referred to herein as fiscal years 2017, and 2018, respectively. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our”, the “Company” or “our Company” or “Duos” refer to Duos Technologies Group, Inc., a Florida corporation, and our wholly owned subsidiaries, Duos Technologies, Inc. and TrueVue 360, Inc.


Except as otherwise indicated in this prospectus, all common stock and per share information and all exercise prices with respect to our warrants reflect, on a retroactive basis, a 1-for-14 reverse stock split of our common stock, which became effective on the OTCQX on January 17, 2020. This prospectus assumes the over-allotment option of the underwriters has not been exercised, unless otherwise indicated.


Overview


The Company, through its wholly owned subsidiaries DTI, operating under its brand name duostech, and truevue360, focuses on the design, development and turnkey delivery of proprietary “intelligent technologies” that enable our customers to derive measurable increases in return on investment for their business.


duostech


The mission of duostech is to develop, market and deploy disruptive technologies and systems that capture, process and present users with an unlimited number and types of data that provide our customers with a broad range of sophisticated intelligent technology solutions. With an emphasis on security, inspection and operations for critical infrastructure, we target a variety of industries including transportation, retail, law enforcement, oil, gas and utilities. Our technologies capture, process and present all data in real time. A further differentiator is that these technologies integrate with our customer’s existing business process and create actionable information to streamline mission critical operations. Our technologies have been verified by multiple government and private organizations including but not limited to, Johns Hopkins University Applied Physics Laboratory (JHU/APL), the Department of Homeland Security (DHS) and the Transportation Technology Center, Inc., a wholly owned subsidiary of the Association of American Railroads, a transportation research and testing organization (TTCI) and perhaps most significantly, they have been field tested and found relevant by our customers, which is the main reason for our substantial repeat business. The Company has worked with these organizations over the past several years where we have supplied funded prototypes of our technologies to verify technology and operating parameters.


truevue360


In January 2019, the Company launched a dedicated Artificial Intelligence program through its wholly-owned subsidiary True Vue 360, Inc., marketing its services and solutions under the brand name truevue360. The Company is committed to adding significant focus on the development, marketing and deployment of advanced convolutional neural network-based Artificial Intelligence (“AI”), Deep Machine Learning and Advanced Algorithms applications. While truevue360 will chiefly support DTI’s business growth, it will also develop and market its significant library of AI applications following a stand-alone business development strategy. Accordingly, our business is now operating in two equally important business units which complement each other and provide comprehensive turn-key, end-to-end, solutions to our customers.


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Connected Intelligence



1



 


duostech


Over the past 10 years, duostech has developed an extensive suite of disruptive technologies, some of the most relevant are described in the following:


Intelligent Railcar Inspection Portal (rip®)


Federal regulations require each railcar/train to be inspected for mechanical defects prior to leaving a rail yard. Founded in 1934, the Association of American Railroads (AAR) is responsible for setting the standards for the safety and productivity of the U.S./North American freight rail industry, and by extension, has established the inspection parameters for the rail industry’s rolling stock. Also known as the “Why Made” codes, the AAR established approximately 110 inspection points under its guidelines for mechanical inspections.


Under current practice, inspections are conducted manually; a very labor intensive and inefficient process that only covers a select number of inspections points and can take up to 3 hours per train. It should be noted that approximately 50% of the rail industry’s operating costs are for maintenance, including 30% of the time trains spend in workshops resulting from manual failure diagnostics.


We invented, designed, deployed, and are currently marketing our intelligent Railcar Inspection Portal technology, intended to ultimately cover most, if not all, inspection points and reduce the in-yard dwell time to minutes per train. Our system combines high definition image and data capture technologies (developed by duostech) with our AI-based analytics applications (developed and maintained by truevue360) that are typically installed on active tracks located between two rail yards. We inspect railcars traveling through our inspection portal at speeds of up to 70 mph and report mechanical anomalies detected by our system to the ensuing yard, well ahead of the train(s) entering the yard. To date, we have successfully completed the development of 21 AI applications and are in the process of developing 44 additional applications scheduled to be completed by the end of Q2, 2020.


Over the past two years, several class 1 rail operators have ordered and are currently operating our rip® technology with the ultimate objective to cause a change in federal rules that would allow replacement of the current manual inspection (in the yard) with a fully automated process. The Company is collaborating with certain industry professionals to pursue such regulatory rule changes and we believe that there will be broad acceptance of our technology as soon as a majority of required AI algorithm models are completed and tested.


Our rip® system consists of a suite of sub-systems for the automated inspection of freight or transit railcars at high speeds. The combined technologies capture images and other relevant operating data from 360-degrees of each locomotive and railcar passing through our inspection portal. All data is processed and presented in real-time by our proprietary intelligent user interface, branded as centraco®.


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Rail Inspection Portal rip® - Canadian Location

Operator Interface - centraco®


Mechanical anomalies are detected through a combination of remote visual inspections, utilizing the Company’s proprietary remote user interface which displays ultra-high definition images of a 360-degree view of each railcar, and by a growing number of the Company’s proprietary artificial intelligence (AI) based algorithms, discussed in more detail under truevue360. The inspection portal is typically installed between two rail yards and the inspection takes place while the trains are traveling at speeds of up to 70 mph. Detections are reported to the respective rail yards well ahead of the train arrival at the yard.


An expanded version for speeds up to 120 mph with additional sensor technologies for the transit rail is currently under development in anticipation of market entry to the passenger railcar mechanical inspection in early 2020.



2



 


The following examples of automated detections are the result of the combination of our image capture technologies designed by duostech, with our AI-based analytics applications designed and maintained by truevue360™. Some of these mechanical defects, if unattended, could cause a derailment. Other examples of our AI-based detection applications include inspections at rail border crossings by CBP agents.


[duot_424b009.gif]

Samples of Automated Detections


The Company continues to expand its detection capabilities through the development of additional sensor technologies, necessary to process AI-based analytics of targets not yet covered by its core railcar inspection applications.


The industry’s main objective is to replace the manual inspection process taking place inside rail yards with a fully automated process taking place before trains reach the respective rail yards. To that end, the Company, together with its rail partners, is pursuing to effect changes to current FAA rules, an effort that we expect to be successful and receive wide acceptance by the industry and regulators alike.


Our Growth Strategy


Our strategy is to grow our business through a combination of organic growth of both duostech and truevue360, as well as through strategic acquisitions.


Organic Growth duostech


Our organic growth strategy is to increase our market share through the expansion of our business development team and our research and development talent pool, which will enable us to significantly expand our current solution offerings with additional features, and the development of new and enhanced technology applications. We plan to augment such growth with strategic relationships both in the business development and research development arenas, reducing time to market with additional industry applications, expansion of existing offerings to meet customer requirements, as well as, potential geographical expansion into international territories. The launch of our AI software systems through our truevue360 subsidiary is another building block of this strategy.


Organic Growth truevue360


truevue360™’s immediate growth will mainly be driven by its already established library of rail applications and existing rail customers. Each of the most recent orders of rail inspection portals included an AI component of between 20 and 30 algorithms per customer per site, with a significant number of additional applications under development. It is expected that future orders will continue to include a significant component of algorithms i.e. AI applications.


Our AI applications are sold as a SaaS model and are priced per application/per site.




3



 


In addition to offering our AI modelling to our rail customers, we plan to offer services to our commercial /industrial customers in the following verticals:


·

Logistics companies

·

Oil & Gas

·

Commercial security


truevue360 is currently developing a stand-alone marketing/business development initiative to pursue an expanded number of target markets. Additional verticals to be pursued as this unit expands include:


·

Automotive

·

Agriculture

·

Banking

·

Industrial

·

DOD/Government


Strategic Acquisitions


Planned acquisition targets include sector specific technology companies with the objective of augmenting our current capabilities with feature-rich (third-party) solutions. The acquisition metric includes, but is not limited to, weighing time, effort and approximate cost to develop certain technologies in-house, versus acquiring or merging with one or more entities that we believe have a proven record of successfully developing a technology sub-component. Additional criteria include an extended national footprint of available manpower (predominantly technical and software engineering), and evaluating the potential acquisition target’s customer base, stage of technology and merger or acquisition cost as compared to market conditions.


Our Risks and Challenges


An investment in our securities involves a high degree of risk. You should carefully consider the risks summarized below. The risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks include, but are not limited to, the following:


 

·

The nature of the technology management platforms utilized by us is complex and highly integrated, and if we fail to successfully manage releases or integrate new solutions, it could harm our revenues, operating income, and reputation.

 

 

 

 

·

Our products and services may fail to keep pace with rapidly changing technology and evolving industry standards.

 

 

 

 

·

The market opportunity for our products and services may not develop in the ways that we anticipate.

 

 

 

 

·

Our revenues are dependent on general economic conditions and the willingness of enterprises to invest in technology.

 

 

 

 

·

Some of our competitors are larger and have greater financial and other resources than we do.

 

 

 

 

·

We have a history of losses and our growth plans may lead to additional losses and negative operating cash flows in the future.

 

 

 

 

·

We may be unable to protect our intellectual property, which could impair our competitive advantage, reduce our revenue, and increase our costs.

 

 

 

 

·

We may be required to incur substantial expenses and divert management attention and resources in defending intellectual property litigation against us.

 

 

 

 

·

We may incur substantial expenses and divert management resources in prosecuting others for their unauthorized use of our intellectual property rights.



4



 


Recent Developments


Our audited consolidated financial statements for the fiscal year ended December 31, 2019 are not yet available. We have presented preliminary estimated ranges of certain of our financial results below for fiscal year 2019, based on information currently available to management. We have provided ranges, rather than specific amounts, for certain financial results below, primarily because our financial closing procedures for the three months and year ended December 31,2019 are not yet complete. As a result, our actual results may vary materially from the estimated preliminary results included herein and will not be publicly available until after the closing of this offering. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary estimated financial data below and does not express an opinion or any other form of assurance with respect thereto. See “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Special Note Regarding Forward-Looking Statements” for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain financial results presented below and the financial results we will ultimately report for fiscal year 2019.


For the quarter ended December 31, 2019, we estimate that our net sales will range from $5.6 million to $5.8 million, an increase of $3.1 million, or 119%, at the mid-point of the estimated net sales range when compared with net sales of $2.6 million for the quarter ended December 31, 2018, and an increase of approximately $3.4 million, or 154%, compared with net sales of $2.2 million for the quarter ended September 30, 2019. The increase in net sales was due to an increase in installations of our rail inspection portal products at CSX and one other rail customer.


For fiscal year 2019, we estimate that our net sales will range from $13.5 million to $13.7 million, an increase of at least $1.5 million, or 13%, using the mid-point of the estimated net sales range when compared with net sales of $12.1 million for fiscal year 2018. The increase in net sales was due to an increase in total comparable company sales of approximately 13% for fiscal year 2019, primarily driven by an increase in our sales of rail inspection portals.


For fiscal year 2019, we estimate that our operating loss will range from $2.5 million to $3 million, an increase of $1.1 million, or 68%, using the mid-point of the estimated range when compared with net operating loss of $1.6 million for fiscal year 2018.  The increase is substantially due to an increase in R&D expenses related to staffing for our new AI subsidiary, TrueVue360 without any compensating revenues during fiscal year 2019.


Our Corporate History


We were incorporated on May 31, 1994 in the State of Florida as Information Systems Associates, Inc. Initially, our business operations consisted of consulting services for asset management of large corporate data centers and development and licensing of Information Technology (IT) asset management software. On April 1, 2015, we completed a reverse triangular merger, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Duos Technologies, Inc., a Florida corporation (“DTI”), the Company, and Duos Acquisition Corporation, a Florida corporation and wholly owned subsidiary of the Company (“Merger Sub”). Under the terms of the Merger Agreement, the Merger Sub merged with and into DTI, whereby DTI remained as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). On the same date, TrueVue 360, Inc., a Delaware corporation, became a wholly owned subsidiary of the Company. In connection with the Merger, on July 10, 2015, the Company effected a name change to Duos Technologies Group, Inc. Since January 2019, Truevue360, Inc. has been focused on the development and marketing of Artificial Intelligence applications. The Company’s headquarters are located at 6622 Southpoint Drive South, Suite 310, Jacksonville Florida 32216 and main telephone number is 904 652 1616.









5



 


THE OFFERING


 

 

Securities offered by us:

1,350,000 shares of our common stock at a public offering price of $6.00 per share.  

 

 

Common stock outstanding before the offering as of February 12, 2020

1,981,569 shares of common stock.

 

 

Common stock to be outstanding after the offering (1)

3,331,569 shares of common stock. If the underwriter’s over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be 3,534,069.

 

 

Option to purchase additional shares

We have granted the underwriters a 45-day option to purchase up to 202,500 additional shares of our common stock to cover allotments, if any.

 

 

Use of proceeds

We intend to use the net proceeds of this offering for research and development activities, sales and marketing, and for general working capital purposes and possibly acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated. See “Use of Proceeds” on page 18.

 

 

Risk factors

Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 10 before deciding to invest in our securities.

 

 

Trading symbols

Our common stock has been approved for listing on The NASDAQ Capital Market under the symbol “DUOT” and will begin trading there on February 13, 2020.

 

 

Lock-ups

We and our directors and officers have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 90 days after the date of this prospectus. See “Underwriting” section on page 60.

———————

(1)

The shares of common stock to be outstanding after this offering is based on 1,981,569 shares outstanding as of February 12, 2020.


NASDAQ listing requirements include, among other things, a stock price threshold. As a result, on January 9, 2020 we filed a Certificate of Amendment to our Certificate of Incorporation to effectuate a 1-for-14 reverse stock split. On January 17, 2020, the reverse stock split was effected on the OTCQX.


The shares of common stock to be outstanding after this offering excludes the following:


·

158,419 shares remaining for issuance pursuant to the 2016 Equity Incentive Plan;

·

163,010 shares issuable upon exercise of outstanding options with an exercise price of $14.00;

·

1,521,607 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.78; and

·

243,572 shares issuable upon the conversion of Series B Convertible Preferred Shares.


Unless we indicate otherwise, all information in this prospectus:

 

 

·

Assumes no exercise by the underwriters of its option to purchase up to an additional shares of common stock to cover over-allotments, if any; and

·

Excludes shares of common stock underlying the warrants to be issued to the underwriters in connection with this offering.




6



 


SUMMARY CONSOLIDATED FINANCIAL INFORMATION


The following summary consolidated statements of operations data for the fiscal years ended December 31, 2017, and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Additionally, the summary statement of operations data for the three and nine months ended September 30, 2018 and 2019 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary consolidated balance sheet data as of December 31, 2018 are derived from our audited financial statements that are included elsewhere in this prospectus. The summary consolidated balance sheet data as of September 30, 2019 are derived from our consolidated unaudited financial statements that are included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicative of our financial results in future periods, and the results for the three and nine months ended September 30, 2019 is not necessarily indicative of our operating results to be expected for the full fiscal year ending December 31, 2019 or any other period. You should read the summary consolidated financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our consolidated financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. Except as otherwise noted, all share and per share data for the periods shown have been adjusted, on a retroactive basis, to reflect a 1-for-14 reverse stock split, which became effective on January 17, 2020.


 

 

December 31,

 

 

 

2018

 

 

2017

 

REVENUES:

 

 

 

 

 

 

 

 

Project

 

$

10,753,926

 

 

$

1,884,079

 

Maintenance and technical support

 

 

1,170,215

 

 

 

1,127,932

 

IT asset management services

 

 

124,478

 

 

 

872,577

 

Total Revenues

 

 

12,048,619

 

 

 

3,884,588

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 

Project

 

 

6,373,684

 

 

 

1,487,516

 

Maintenance and technical support

 

 

409,316

 

 

 

458,960

 

IT asset management services

 

 

61,396

 

 

 

348,076

 

Total Cost of Revenues

 

 

6,844,396

 

 

 

2,294,552

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

5,204,223

 

 

 

1,590,036

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

289,140

 

 

 

179,318

 

Salaries, wages and contract labor

 

 

4,299,799

 

 

 

3,098,782

 

Research and development

 

 

488,694

 

 

 

310,099

 

Professional fees

 

 

245,033

 

 

 

393,531

 

General and administrative expenses

 

 

1,451,461

 

 

 

1,051,799

 

Total Operating Expenses

 

 

6,774,127

 

 

 

5,033,529

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

(1,569,904

)

 

 

(3,443,493

)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

Interest Expense

 

 

(17,180

)

 

 

(4,519,035

)

Gain on settlement of debt

 

 

 

 

 

64,647

 

Warrant derivative gain

 

 

 

 

 

2,743,686

 

Other income, net

 

 

6,197

 

 

 

1,719

 

Total Other Income (Expense)

 

 

(10,983

)

 

 

(1,708,983

)

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

(1,580,887

)

 

 

(5,152,477

)

Series A preferred stock dividends

 

 

 

 

 

(17,760

)

Net income (loss) applicable to common stock

 

$

(1,580,887

)

 

$

(5,170,237

)

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Share

 

$

(1.06

)

 

$

(20.07

)

Diluted Net Income(Loss) Per Share

 

$

(1.06

)

 

$

(20.07

)

Weighted Average Shares-Basic

 

 

1,485,438

 

 

 

257,601

 

Weighted Average Shares-Diluted

 

 

1,485,438

 

 

 

257,601

 



















7



 



 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

  

                         

  

  

                         

  

  

                         

  

  

                         

  

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

$

1,921,306

 

 

$

4,731,106

 

 

$

6,954,062

 

 

$

8,516,812

 

Maintenance and technical support

 

 

229,008

 

 

 

371,110

 

 

 

701,552

 

 

 

881,004

 

IT asset management services

 

 

48,087

 

 

 

 

 

 

240,673

 

 

 

92,386

 

Total Revenues

 

 

2,198,401

 

 

 

5,102,216

 

 

 

7,896,287

 

 

 

9,490,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

984,805

 

 

 

2,684,785

 

 

 

4,045,448

 

 

 

5,079,455

 

Maintenance and technical support

 

 

158,785

 

 

 

89,077

 

 

 

420,451

 

 

 

300,593

 

IT asset management services

 

 

29,352

 

 

 

 

 

 

99,686

 

 

 

47,989

 

Total Cost of Revenues

 

 

1,172,942

 

 

 

2,773,862

 

 

 

4,565,585

 

 

 

5,428,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

1,025,459

 

 

 

2,328,354

 

 

 

3,330,702

 

 

 

4,062,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

98,311

 

 

 

73,468

 

 

 

336,433

 

 

 

189,092

 

Salaries, wages and contract labor

 

 

1,438,608

 

 

 

1,072,029

 

 

 

4,045,689

 

 

 

3,153,138

 

Research and development

 

 

97,273

 

 

 

122,755

 

 

 

328,403

 

 

 

401,116

 

Professional fees

 

 

43,903

 

 

 

63,878

 

 

 

188,876

 

 

 

187,679

 

General and administrative expenses

 

 

479,265

 

 

 

359,991

 

 

 

1,465,918

 

 

 

864,969

 

Total Operating Expenses

 

 

2,157,360

 

 

 

1,692,121

 

 

 

6,365,319

 

 

 

4,795,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

(1,131,901

)

 

 

636,233

 

 

 

(3,034,617

)

 

 

(733,829

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

(12,783

)

 

 

(4,589

)

 

 

(19,095

)

 

 

(14,755

)

Other income, net

 

 

615

 

 

 

981

 

 

 

4,021

 

 

 

3,742

 

Total Other Income (Expense)

 

 

(12,168

)

 

 

(3,608

)

 

 

(15,074

)

 

 

(11,013

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

(1,144,069

)

 

 

632,625

 

 

 

(3,049,691

)

 

 

(744,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stock

 

$

(1,144,069

)

 

$

632,625

 

 

$

(3,049,691

)

 

$

(744,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Share

 

$

(0.63

)

 

$

0.43

 

 

$

1.78

)

 

$

(0.50

)

Diluted Net Income (Loss) Per Share

 

$

(0.63

)

 

$

0.34

 

 

$

(1.78

)

 

$

(0.50

)

Weighted Average Shares-Basic

 

 

1,817,289

 

 

 

1,482,318

 

 

 

1,715,480

 

 

 

1,480,297

 

Weighted Average Shares-Diluted

 

 

1,817,289

 

 

 

1,886,604

 

 

 

1,715,480

 

 

 

1,480,297

 





















8



 



 

 

September 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Unaudited)

 

 

 

 

 

 ASSETS

  

                         

  

  

                         

  

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash

 

$

767,339

 

 

$

1,209,301

 

Accounts receivable, net

 

 

1,413,983

 

 

 

1,538,793

 

Contract assets

 

 

1,586,138

 

 

 

1,208,604

 

Prepaid expenses and other current assets

 

 

258,596

 

 

 

235,198

 

Total Current Assets

 

 

4,026,056

 

 

 

4,191,896

 

Property and equipment, net

 

 

323,111

 

 

 

204,226

 

Operating lease right of use asset

 

 

509,958

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

 

Software Development Costs, net

 

 

25,000

 

 

 

40,000

 

Patents and trademarks, net

 

 

61,440

 

 

 

53,871

 

Total Other Assets

 

 

86,440

 

 

 

93,871

 

TOTAL ASSETS

 

$

4,945,565

 

 

$

4,489,993

 

 

 

 

 

 

 

 

 

 

 LIABILITIES AND STOCKHOLDERS' DEFICIT

  

                         

  

  

                         

  

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,859,249

 

 

$

1,416,716

 

Accounts payable - related parties

 

 

12,791

 

 

 

13,473

 

Notes payable - financing agreements

 

 

58,947

 

 

 

48,330

 

Notes payable - related parties, net of discounts

 

 

856,372

 

 

 

 

Notes payable, net of discounts

 

 

256,250

 

 

 

 

Line of credit

 

 

28,512

 

 

 

31,201

 

Payroll taxes payable

 

 

122,453

 

 

 

317,573

 

Accrued expenses

 

 

250,132

 

 

 

222,328

 

Current portion-finance lease payable

 

 

43,669

 

 

 

 

Current portion-operating lease obligations

 

 

241,000

 

 

 

 

Contract liabilities

 

 

1,107,742

 

 

 

2,248,829

 

Deferred revenue

 

 

489,062

 

 

 

362,528

 

Total Current Liabilities

 

 

5,326,179

 

 

 

4,660,978

 

Finance lease payable

 

 

48,408

 

 

 

 

 

Operating lease obligations

 

 

293,415

 

 

 

 

Total Liabilities

 

 

5,668,002

 

 

 

4,660,978

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 10,000,000 authorized, 9,485,000 shares available to be designated

 

 

 

 

 

 

 

 

Series A redeemable convertible cumulative preferred stock, $10 stated value per share, 500,000 shares designated; 0 issued and outstanding at September 30, 2019 and December 31, 2018, convertible into common stock at $88.20 per share

 

 

 

 

 

 

Series B convertible cumulative preferred stock, $1,000 stated value per share, 15,000 shares designated; 2,080 and 2,830 issued and outstanding at September 30, 2019 and December 31, 2018, convertible into common stock at $7.00 per share

 

 

2,080,000

 

 

 

2,830,000

 

Common stock: $0.001 par value; 500,000,000 shares authorized, 1,926,071 and 1,505,883 shares issued, 1,924,748 and 1,505,426 shares outstanding at September 30, 2019 and December 31, 2018, respectively

 

 

1,926

 

 

 

1,505

 

Additional paid-in capital

 

 

30,672,613

 

 

 

27,416,802

 

Total stock & paid-in-capital

 

 

32,754,539

 

 

 

30,248,307

 

Accumulated deficit

 

 

(33,319,524

)

 

 

(30,269,833

)

Sub-total

 

 

(564,985

)

 

 

(21,526

)

Less: Treasury stock (1,324 and 457 shares of common stock at September 30, 2019 and December 31, 2018, respectively)

 

 

(157,452

)

 

 

(149,459

)

Total Stockholders' Deficit

 

 

(722,437

)

 

 

(170,985

)

Total Liabilities and Stockholders' Deficit

 

$

4,945,565

 

 

$

4,489,993

 



9



 


RISK FACTORS


Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our securities. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.


Risks Related to Our Company and Business


The nature of the technology management platforms utilized by us are complex and highly integrated, and if we fail to successfully manage releases or integrate new solutions, it could harm our revenues, operating income, and reputation.


The technology platforms developed and designed by us accommodate integrated applications that include our own developed technology and third-party technology, thereby substantially increasing their functionality.


Due to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired technologies may have unanticipated consequences on the operation and performance of our other solutions. If we encounter integration challenges or discover errors in our solutions late in our development cycle, it may cause us to delay our launch dates. Any major integration or interoperability issues or launch delays could have a material adverse effect on our revenues, operating income and reputation.


Our products and services may fail to keep pace with rapidly changing technology and evolving industry standards.


The market in which we operate is characterized by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions and enhancements and changes in customer requirements. In addition, both traditional and new competitors are investing heavily in our market areas and competing for customers. As next-generation video analytics technology continues to evolve, we must keep pace in order to maintain or expand our market position. We recently introduced a significant number of new product offerings and are increasingly focused on new, high value safety and security-based surveillance products, as a revenue driver. If we are not able to successfully add staff resources with sufficient technical skills to develop and bring these new products to market in a timely manner, achieve market acceptance of our products and services or identify new market opportunities for our products and services, our business and results of operations may be materially and adversely affected.


The market opportunity for our products and services may not develop in the ways that we anticipate.


The demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operate is characterized by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions and enhancements, changes in customer requirements and a limited ability to accurately forecast future customer orders. Our operating results may be adversely affected if the market opportunity for our products and services does not develop in the ways that we anticipate or if other technologies become more accepted or standard in our industry or disrupt our technology platforms.


Our revenues are dependent on general economic conditions and the willingness of enterprises to invest in technology.


We believe that enterprises continue to be cautious about sustained economic growth and have tried to maintain or improve profitability through cost control and constrained spending. While our core technologies are designed to address cost reduction, other factors may cause companies to delay or cancel capital projects, including the implementation of our products and services. In addition, certain industries in which we operate are under financial pressure to reduce capital investment which may make it more difficult for us to close large contracts in the immediate future. We believe there is a growing market trend toward more customers exploring operating expense models as opposed to capital expense models for procuring technology. We believe the market trend toward operating expense models will continue as customers seek ways of reducing their overhead and other costs. All of the foregoing may result in continued pressure on our ability to increase our revenue and may potentially create competitive pricing pressures and price erosion. If these or other conditions limit our ability to grow revenue or cause our revenue to decline our operating results may be materially and adversely affected.




10



 


Some of our competitors are larger and have greater financial and other resources than we do.


Some of our product offerings compete and will compete with other similar products from our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other resources than we possess. In certain instances, competitors with greater financial resources also may be able to enter a market in direct competition with us offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that our target end users may find attractive.


We have a history of losses and our growth plans may lead to additional losses and negative operating cash flows in the future.


Our accumulated deficit was approximately $33 million as of September 30, 2019. Our operating losses may continue as we continue to expend resources to further develop and enhance our technology offering, to complete prototyping for proof-of-concept, obtain regulatory clearances or approvals as required, expand our business development activities and finance capabilities and conduct further research and development. We also expect to experience negative cash flow in the short-term until our revenues and margins increase at a rate greater than our expenses, which may not occur.


We may be unable to protect our intellectual property, which could impair our competitive advantage, reduce our revenue, and increase our costs.


Our success and ability to compete depend in part on our ability to maintain the proprietary aspects of our technologies and products. We rely on a combination of trade secrets, patents, copyrights, trademarks, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures may provide only limited protection. We customarily enter into written confidentiality and non-disclosure agreements with our employees, consultants, customers, manufacturers, and other recipients of information about our technologies and products and assignment of invention agreements with our employees and consultants. We may not always be able to enforce these agreements and may fail to enter into any such agreement in every instance when appropriate. We license from third parties certain technology used in and for our products. These third-party licenses are granted with restrictions; therefore, such third-party technology may not remain available to us on terms beneficial to us. Our failure to enforce and protect our intellectual property rights or obtain from third parties the right to use necessary technology could have a material adverse effect on our business, operating results, and financial condition. In addition, the laws of some foreign countries do not protect proprietary rights as fully as do the laws of the United States.


Patents may not issue from the patent applications that we have filed or may file in the future. Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage. We have registered certain of our trademarks in the United States and other countries. We cannot assure you that we will obtain registrations of principal or other trademarks in key markets in the future. Failure to obtain registrations could compromise our ability to protect fully our trademarks and brands and could increase the risk of challenge from third parties to our use of our trademarks and brands.




11



 


We may be required to incur substantial expenses and divert management attention and resources in defending intellectual property litigation against us.


We cannot be certain that our technologies and products do not and will not infringe on issued patents or other proprietary rights of others. While we are not currently subject to any infringement claim, any future claim, with or without merit, could result in significant litigation costs and diversion of resources, including the attention of management, and could require us to enter into royalty and licensing agreements, any of which could have a material adverse effect on our business. We may not be able to obtain such licenses on commercially reasonable terms, if at all, or the terms of any offered licenses may be unacceptable to us. If forced to cease using such technology, we may be unable to develop or obtain alternate technology. Accordingly, an adverse determination in a judicial or administrative proceeding, or failure to obtain necessary licenses, could prevent us from manufacturing, using, or selling certain of our products, which could have a material adverse effect on our business, operating results, and financial condition.


Furthermore, parties making such claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief, which could effectively block our ability to make, use, or sell our products in the United States or abroad. Such a judgment could have a material adverse effect on our business, operating results, and financial condition. In addition, we are obligated under certain agreements to indemnify the other party in connection with infringement by us of the proprietary rights of third parties. In the event that we are required to indemnify parties under these agreements, it could have a material adverse effect on our business, financial condition, and results of operations.

 

We may incur substantial expenses and divert management resources in prosecuting others for their unauthorized use of our intellectual property rights.


Other companies, including our competitors, may develop technologies that are similar or superior to our technologies, duplicate our technologies, or design around our patents, and may have or obtain patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our products. Although we do not have foreign operations at this time, we may compete for contracts in non-US countries from time to time. Effective intellectual property protection may be unavailable, or limited, in some foreign countries in which we may do business, such as China. Unauthorized parties may attempt to copy or otherwise use aspects of our technologies and products that we regard as proprietary. Our means of protecting our proprietary rights in the United States or abroad may not be adequate or competitors may independently develop similar technologies. If our intellectual property protection is insufficient to protect our intellectual property rights, we could face increased competition in the market for our technologies and products.


Should any of our competitors file patent applications or obtain patents that claim inventions also claimed by us, we may choose to participate in an interference proceeding to determine the right to a patent for these inventions, because our business would be harmed if we fail to enforce and protect our intellectual property rights. Even if the outcome is favorable, this proceeding could result in substantial cost to us and disrupt our business.


In the future, we also may need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. This litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, financial condition, and results of operations.


If we are unable to apply technology effectively in driving value for our clients through technology-based solutions or gain internal efficiencies and effective internal controls through the application of technology and related tools, our operating results, client relationships, growth and compliance programs could be adversely affected.


Our future success depends, in part, on our ability to anticipate and respond effectively to the threat and opportunity presented by digital disruption and developments in technology. These may include new software applications or related services based on artificial intelligence, machine learning, or robotics. We may be exposed to competitive risks related to the adoption and application of new technologies by established market participants (for example, through disintermediation) or new entrants, start-up companies and others. These new entrants are focused on using technology and innovation, including artificial intelligence to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate. We must also develop and implement technology solutions and technical expertise among our employees that anticipate and keep pace with rapid and continuing changes in technology, industry standards, client preferences and internal control standards. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis and our ideas may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop more cost-effective technologies or product offerings, we could experience a material adverse effect on our operating results, client relationships, growth and compliance programs.




12



 


We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations around the world and with our people, clients, partners and vendors. As the breadth and complexity of this infrastructure continues to grow, including as a result of the use of mobile technologies, social media and cloud-based services, the risk of security breaches and cyberattacks increases. Such breaches could lead to shutdowns or disruptions of or damage to our systems and those of our clients, alliance partners and vendors, and unauthorized disclosure of sensitive or confidential information, including personal data. In the past, we have experienced data security breaches resulting from unauthorized access to our and our service providers’ systems, which to date have not had a material impact on our operations; however, there is no assurance that such impacts will not be material in the future.


In providing services and solutions to clients, we often manage, utilize and store sensitive or confidential client data, including personal data, and we expect these activities to increase, including through the use of artificial intelligence, the internet of things and analytics. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud, misappropriation, or other intentional or unintentional acts, could damage our reputation, cause us to lose clients and could result in significant financial exposure. Similarly, unauthorized access to our or through our or our service providers’ information systems or those we develop for our clients, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who continuously develop and deploy viruses, ransomware or other malicious software programs or social engineering attacks, could result in negative publicity, significant remediation costs, legal liability, damage to our reputation and government sanctions and could have a material adverse effect on our results of operations. Cybersecurity threats are constantly expanding and evolving, thereby increasing the difficulty of detecting and defending against them and maintaining effective security measures and protocols.


We depend on key personnel who would be difficult to replace, and our business plan will likely be harmed if we lose their services or cannot hire additional qualified personnel.


Our success depends substantially on the efforts and abilities of our senior management and certain key personnel. The competition for qualified management and key personnel, especially engineers, is intense. Although we maintain non-competition and non-disclosure covenants with all our key personnel, we do not have employment agreements with most of them. The loss of services of one or more of our key employees, or the inability to hire, train, and retain key personnel, especially engineers and technical support personnel, could delay the development and sale of our products, disrupt our business, and interfere with our ability to execute our business plan.


Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk.


As of September 30, 2019, four customers accounted for 85% of our accounts receivable. In the case of insolvency by one of our significant customers, accounts receivable with respect to that customer might not be collectible, might not be fully collectible, or might be collectible over longer than normal terms, each of which could adversely affect our financial position. Additionally, our two largest customers accounted for approximately 80% of our total revenues for the nine months ended September 30, 2019. This concentration of credit risk makes us more vulnerable economically. The loss of any of these customers could materially reduce our revenues and net income, which could have a material adverse effect on our business.


Potential strategic alliances may not achieve their objectives, and the failure to do so could impede our growth.


We may enter into strategic alliances. Among other matters, we continually explore strategic alliances designed to enhance or complement our technology or to work in conjunction with our technology; to provide necessary know-how, components, or supplies; to attract additional customers; and to develop, introduce, and distribute products utilizing our technology. Any strategic alliances may not achieve their intended objectives, and parties to our strategic alliances may not perform as contemplated. The failure of these alliances may impede our ability to introduce new products.


The Company owes the IRS penalty payments in connection with the delinquent payment of payroll taxes.


In 2016 the Company was notified by the IRS that it had been delinquent in the payment of payroll taxes. As of the date hereof, the Company has paid its payroll taxes in full. However, the Company had previously appealed to the IRS for a reduction of penalty payments assessed for the late payment of payroll taxes. The IRS has since responded, and the Company will be required to repay the penalties in connection with the delinquent payroll taxes. Beginning in July 2018, the Company has made monthly payments in the amount of $15,000 in order to pay down the accrued late fees. At September 30, 2019, the current payroll taxes payable balance of $122,453 includes accrued late fees in the amount of $33,572.




13



 


Our Amended and Restated Bylaws has an exclusive forum provision, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.


Our Amended and Restated Bylaws has an exclusive forum provision providing that, unless our board of directors consents to the selection of an alternative forum, the Circuit Court located in Martin County, Florida (or the appropriate Florida federal court) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of our Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliate of any of the foregoing) of the Company to the Company or the Company’s shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Florida Statutes or the Company’s Articles of Incorporation or bylaws; or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Company does not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the Company does not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.


Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Amended and Restated Bylaws described in the preceding paragraph. However, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and such persons. Alternatively, a court may determine that the choice of forum provision is unenforceable. If a court were to find these provisions of the Amended and Restated Bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.


Risks Related to Our Common Stock


You may experience dilution of your ownership interest due to future issuance of our securities.


We are in a capital-intensive business and we may not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we may require additional funds from future equity or debt financings, including potential sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common stock into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common stock could make it more difficult to raise funds through future offerings of our common stock or securities convertible into common stock.


Our Board of Directors may issue and fix the terms of shares of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company.


Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares of "blank check" preferred stock, with such designation rights and preferences as may be determined from time to time by the Board of Directors. Our Board of Directors is empowered, without shareholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. In the event of such issuances, the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. 

 



14



 


We do not expect to pay dividends and investors should not buy our common stock expecting to receive dividends.


We do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not pay dividends, and if an active trading market for our shares does not develop, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

 

Our operating results are likely to fluctuate from period to period.


We anticipate that there may be fluctuations in our future operating results. Potential causes of future fluctuations in our operating results may include:


 

·

Period-to-period fluctuations in financial results

 

·

Issues in manufacturing products

 

·

Unanticipated potential product liability claims

 

·

The introduction of technological innovations or new commercial products by competitors

 

·

The entry into, or termination of, key agreements, including key strategic alliance agreements

 

·

The initiation of litigation to enforce or defend any of our intellectual property rights

 

·

Regulatory changes

 

·

Failure of any of our products to achieve commercial success


Our business, financial condition and results of operations could be materially adversely affected by various risks, including, but not limited to the principal risks noted below. 


We are subject to the Florida anti-takeover provisions, which may prevent you from exercising a vote on business combinations, mergers or otherwise.

 

As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless the:

 

 

·

transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;

 

·

interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;

 

·

interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or

 

·

consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

 

An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.

 

In addition, we are subject to Section 607.0902 of the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.




15



 


Risks Related to the Offering


Investors in this offering will experience immediate and substantial dilution in net tangible book value.


The public offering price is substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $4.21 per share, based on the public offering price of $6.00 per share of common stock. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.


Although our common stock is not currently a penny stock, it has been a penny stock in the past and may be considered a penny stock in the future.


The SEC has adopted a number of rules to regulate “penny stocks” that restricts transactions involving stock which is deemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share, other than securities: (i) registered on certain national securities exchanges if current price and volume information with respect to transactions in such securities is provided by the exchange; (ii) quoted on the Nasdaq Stock Market if current price and volume information with respect to transactions in such securities is provided by the system; (iii) issued by an issuer that has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years; or (iv) issued by an issuer that has average revenue of at least $6,000,000 for the last three years. As we have had average revenue over the last three completed fiscal years (2016 through 2018 inclusive) of over $6 million, and our common stock has been approved for listing on the Nasdaq Capital Market, our common stock is not a penny stock. Nonetheless, our common stock has in the past constituted, and may again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our common stock, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.


A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.


Stockholders should be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.


Although our common stock is not currently a penny stock, no assurance can be given that our common stock will maintain its listing on The Nasdaq Capital Market or a listing on any other exchange, such that our common stock will remain a non-penny stock.




16



 


We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders.


We believe that our current cash and cash used in operations, together with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain one or more credit facilities. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.


We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.


Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section of this prospectus entitled “Use of Proceeds.” You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline and delay the development of our product candidates. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.


Risks Related to Our Reverse Stock Split


On January 17, 2020 we implemented a 1 for 14 reverse stock split, however, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of the The Nasdaq Capital Market.


There can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with the minimum bid price. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of the reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to maintain The Nasdaq Capital Market’s minimum bid price requirement. In addition to specific listing and maintenance standards, The Nasdaq Capital Market has broad discretionary authority over the initial and continued listing of securities, which it could exercise with respect to the listing of our common stock.


There can be no assurance that we will be able to comply with other continued listing standards of The Nasdaq Capital Market.


Even if we continue to maintain The Nasdaq Capital Market’s minimum bid price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock on The Nasdaq Capital Market. Our failure to meet these requirements may result in our common stock being delisted from The Nasdaq Capital Market, irrespective of our compliance with the minimum bid price requirement.


The reverse stock split may decrease the liquidity of the shares of our common stock.


The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that are outstanding following the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.


Following the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.


Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.



17



 


USE OF PROCEEDS


The net proceeds from the sale of the common stock in the offering will be $6,999,268, based on a public offering price of $6.00, after deducting the underwriting discounts and commissions and estimated offering expenses, or approximately $8,116,386 if the underwriters exercise their over-allotment option in full.


We currently expect to use the net proceeds of this offering primarily for the following purposes:


 

·

Approximately $4,000.000 for capital expenditures and working capital;

 

·

Approximately $2,400,000 for research and development for new products and improvements to existing products including, but not limited to, hiring of key personnel, and material costs for research activities;

 

·

Approximately $500,000 to upgrade sales and marketing capabilities, including but not limited to professional relations, advertising, software implementation and adding additional staff; and

 

·

The remainder for other general corporate purposes, and possibly acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated.


We believe that the expected net proceeds from this offering and our existing cash and cash equivalents, together with interest thereon, will be sufficient to fund our operations for at least the next 12 months, although we cannot assure you that this will occur.


The amount and timing of our actual expenditures will depend on numerous factors, including the status of our development efforts, sales and marketing activities and the amount of cash generated or used by our operations. We may find it necessary or advisable to use portions of the proceeds for other purposes, and we will have broad discretion and flexibility in the application of the net proceeds. Pending these uses, the proceeds will be invested in short-term bank deposits.





18



 


MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS


Our common stock was quoted on the OTC Markets Group Inc.’s OTCQX Link quotation platform (the “OTCQX”) under the trading symbol “DUOTD” until February 12, 2020. Our common stock has been approved for listing on The NASDAQ Capital Market under the symbol “DUOT”, and will begin trading there on February 13, 2020.


On January 17, 2020, we completed a 1-for-14 reverse split of our common stock. All share and per share information gives effect, retroactively, to the reverse stock split.


Immediately following the offering, we expect to have one class of common stock, and one class of preferred stock outstanding. As of February 12, 2020, there were approximately 376 registered holders of record of our common stock.


Our common stock was initially quoted on the OTCQB in April 2015 and had traded on the OTCQX since June 19, 2019.


Any over-the-counter market quotations of our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.


Dividend Policy


To date, we have not paid any dividends on our common stock and do not anticipate paying any dividends in the foreseeable future. The declaration and payment of dividends on the common stock is at the discretion of our Board and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions or such other factors as our Board may deem relevant. We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our common stock in the foreseeable future.


Securities Authorized for Issuance Under Equity Compensation Plans


There are 163,010 outstanding options to purchase our common stock. The weighted average exercise price of these options is $1.00, the average term when issued was five years and the average term remaining is four years.


2016 Equity Incentive Plan


The following table provides equity compensation plan information as of December 31, 2019:


Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

 

 

Weighted-average exercise price of outstanding options, warrants and rights

 

 

Number of securities remaining available for future issuance under equity compensation plans

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

 

163,010

 

 

$

14.00

 

 

 

158,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 


On March 11, 2016, the Board adopted, subject to the receipt of stockholder approval which was received on April 21, 2016, the 2016 Equity Incentive Plan (the “2016 Plan”) providing for the issuance of up to 16,327 shares of our common stock. The plan was subsequently modified with shareholder approval twice: on January 18, 2018 to increase the total maximum amount issuable under the plan to 178,572 and on July 31, 2019 to increase the total maximum amount issuable under the plan to 321,429. The purpose of the 2016 Plan is to assist the Company in attracting and retaining key employees, directors and consultants and to provide incentives to such individuals to align their interests with those of our stockholders.



19



 


CAPITALIZATION


The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2019. Such information is set forth on the following basis:


 

·

an actual basis (giving effect, on a retroactive basis, to a 1-for-14 reverse stock split which was consummated on January 17, 2020);

 

·

on a pro forma as adjusted basis, giving effect to the sale by us of 1,350,000 shares in this offering at the public offering price of $6.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.


You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and the related notes appearing elsewhere in this prospectus.


 

 

 

 

 

As of

September 30, 2019

 

 

 

 

 

 

Actual

 

 

As Adjusted

 

Cash

 

 

 

 

 

$

767,339

 

 

$

7,766,607

 

Total Other Assets

 

 

 

 

 

 

4,178,225

 

 

 

4,178,225

 

Total liabilities

 

 

 

 

 

 

5,668,002

 

 

 

5,668,002

 

Preferred Stock, $0.001 par value; 10,000,000 shares authorized;9,485,000 available to be designated; 0 shares issued and outstanding actual, 0 shares issued and outstanding pro forma

 

 

 

 

 

 

 

 

 

 

Redeemable Convertible Cumulative Preferred Stock Series A 500,000 shares authorized, 0 shares issued and outstanding at September 30, 2019, $10 per share redemption amount plus dividends in arrears

 

 

 

 

 

 

0

 

 

 

0

 

Convertible Cumulative Preferred Stock Series B, 15,000 shares designated, 2,080 and 2,830 issued and outstanding at September 30, 2019 and December 31, 2018, convertible into common stock at $7.00 per share.

 

 

 

 

 

$

2,080,000

 

 

$

2,080,000

 

Common Stock, $0.001 par value; 500,000,000 shares authorized; 1,926,071 shares issued, 1,924,748 outstanding actual, 3,122,942 shares issued and outstanding as adjusted

 

 

 

 

 

 

1,926

 

 

 

3,276

 

Treasury stock

 

 

 

 

 

 

(157,452

)

 

 

(157,452

)

Additional paid-in capital

 

 

 

 

 

 

30,672,613

 

 

 

38,771,263

 

Accumulated deficit

 

 

 

 

 

 

(33,319,524

)

 

 

(34,412,241

)

Total stockholders’ equity (deficit)

 

 

 

 

 

 

(722,437

)

 

 

6,276,831

 

Capitalization

 

 

 

 

 

$

4,945,564

 

 

$

11,944,332

 










20



 


DILUTION


The historical net tangible book value (deficit) of our common stock as of September 30, 2019 was approximately $(1,025,420), or $(0.52) per share based upon 1,980,085 shares of common stock outstanding on such date. Historical net tangible book value (deficit) per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding.


Our adjusted net tangible book value (deficit) of our common stock will be $5,973,847 or $1.79 per share. Adjusted net tangible book value (deficit) per share represents adjusted net tangible book value divided by the total number of shares outstanding after giving effect to the sale of the shares in this offering at the public offering price of $6.00 per share, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. This represents an immediate increase in as adjusted net tangible book value of $2.31 per share to existing stockholders and an immediate dilution of $4.21 per share to investors purchasing shares of common stock in this offering at the public offering price.


The following table illustrates this dilution on a per share basis to new investors:


Public offering price per share

 

 

 

 

 

 

$

6.00

 

Net tangible book value per share as of September 30, 2019

 

 

$

(0.52

)

 

 

 

 

Increase in net tangible book value per share attributable to new investors

 

 

$

2.31

 

 

 

 

 

As adjusted net tangible book value per share after giving effect to this offering

 

 

 

 

 

 

$

1.79

 

Dilution in net tangible book value per share to new investors

 

 

 

 

 

 

$

4.21

 


The information above is as of September 30, 2019 and excludes as of such date the following:


 

·

243,572 shares of our common stock issuable upon conversion of Series B Cumulative Preferred Stock at a conversion price of $7.00 per share as of September 30, 2019

 

·

1,524,091 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $8.83 per share as of September 30, 2019

 

·

163,010 outstanding options to purchase an aggregate of 163,010 shares issuable upon exercise of outstanding options with a weighted average exercise price of $14.00 under our equity compensation plans;

 

·

65,714 shares of common stock underlying the warrants to be issued to the underwriters in connection with this offering if over-allotment is exercised in full; and

 

·

171,429 shares of common stock issuable upon the exercise of the underwriters’ over-allotment option;


If the underwriters exercise their overallotment option, our adjusted net tangible book value following the offering will be $2.01 per share, and the dilution to new investors in the offering will be $3.99 per share.

 















21



 


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.


Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.


Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:


 

·

changes in the market acceptance of our products;

 

·

increased levels of competition;

 

·

changes in political, economic or regulatory conditions generally and in the markets in which we operate;

 

·

our relationships with our key customers;

 

·

our ability to retain and attract senior management and other key employees;

 

·

our ability to quickly and effectively respond to new technological developments;

 

·

our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

 

·

other risks, including those described in the “Risk Factors” discussion of this prospectus.


We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.




22



 


MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This Prospectus and other information and reports filed by the Company from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.


Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.


Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere Prospectus.


Overview


Duos Technologies Group, Inc. was incorporated in Florida on May 31, 1994 under the original name of Information Systems Associates, Inc. (“ISA”). Initially, our business operations consisted of consulting services for asset management of large corporate data centers and the development and licensing of information technology (“IT”) asset management software. In late 2014, ISA entered negotiations with Duos Technologies, Inc. (“duostech”), for the purposes of executing a reverse triangular merger. This transaction was completed on April 1, 2015, whereby duostech became a wholly owned subsidiary of the Company. duostech was incorporated under the laws of Florida on November 30, 1990 for design, development and deployment of proprietary technology applications and turn-key engineered systems. The Company, based in Jacksonville, Florida, employs approximately 50 people and is a technology and software applications company with a strong portfolio of intellectual property. The Company’s core competencies, including advanced intelligent technologies, are delivered through its proprietary integrated enterprise command and control platform, centraco®.


The Company provides a broad range of sophisticated intelligent technology solutions with an emphasis on security, inspection and operations for critical infrastructure within a variety of industries including transportation, retail, law enforcement, oil, gas and utilities sectors. In January 2019, the Company launched a dedicated Artificial Intelligence program truevue360™ through its subsidiary, TrueVue360, Inc., with the objective of focusing the Company’s advanced intelligent technologies in the areas of Artificial Intelligent, Deep Machine Learning and Advance Algorithms to further support our business growth. Consequently, our business operations are now in three business units: intelligent technologies, AI/machine learning platforms and IT asset management.


The Company’s growth strategy includes expansion of its technology base through organic development efforts, strategic partnerships, and through strategic acquisitions. The Company provides its broad range of technology solutions with an emphasis on mission critical security, inspection and operations within the rail transportation, commercial, petrochemical, government, and banking sectors. The Company also offers professional and consulting services for large data centers.




23



 


The Company is investing in resources to focus on execution within its target markets, including but not limited to rail, distribution centers and security. We continue to evaluate key requirements within those markets and add development resources to allow us to compete for additional projects to drive additional revenue growth.


Further, the Company is broadening its offerings in the IT asset management space for large data centers. During the quarter ended June 30, 2018, the Company announced its new dcVue software platform which is the basis for expanded offerings into this market area. The dcVue offering is a new software platform that replaces the Company’s On-Site Physical Inventory (OSPI) system that was commercially marketed from 2010 until 2015. OSPI was used by Duos’ ITAM auditing teams until early this year and has now been replaced by dcVue. dcVue is based upon the Company’s OSPI patent which was awarded in 2010. The Company will be making dcVue available for license to our customers later this year as a licensed software product. We intend to further develop our ITAM offerings for large data centers with the objective of offering existing Company technologies for data and video analytics. The Company implemented a new plan to expand and focus its sales efforts through the addition of strategic partners.


Prospects and Outlook


Over the past several years, we have made substantial investments in product research and development and achieved significant milestones in the development of our technology and turnkey solutions. We have made significant progress in penetrating the market with our proprietary technology solutions, specifically in the rail industry which is currently undergoing a major shift in maintenance strategies. We believe that this shift will be a significant motivating factor for the industry’s use of our technologies.


Our business success in the immediate future will largely depend on the increased penetration into our target markets for our proprietary intelligent analytical technology solutions.


Notwithstanding the foregoing, no assurance can be provided that our product offerings will generate significant orders or maintain market acceptance.


Results of Operation


The following discussion should be read in conjunction with the unaudited financial statements included in this prospectus.


Comparison for the Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

 

The following table sets forth a modified version of our unaudited Consolidated Statements of Operations that is used in the following discussions of our results of operations:

 

 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

  

                      

  

  

                      

  

Revenue

 

$

2,198,401

 

 

$

5,102,216

 

Cost of revenue

 

 

1,172,942

 

 

 

2,773,862

 

Gross profit

 

 

1,025,459

 

 

 

2,328,354

 

Operating expenses

 

 

2,157,360

 

 

 

1,692,121

 

Income (loss) from operations

 

 

(1,131,901

)

 

 

636,233

 

Other income (expense)

 

 

(12,168

)

 

 

(3,608

)

Net income (loss)

 

$

(1,144,069

)

 

$

632,625

 


Revenues


 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Revenues:

  

                      

  

  

                      

  

  

                      

  

Projects

 

$

1,921,306

 

 

$

4,731,106

 

 

 

-59%

 

Maintenance and technical support

 

 

229,008

 

 

 

371,110

 

 

 

-38%

 

IT asset management services

 

 

48,087

 

 

 

 

 

 

 

 

Total revenue

 

$

2,198,401

 

 

$

5,102,216

 

 

 

-57%

 



24



 


The majority of the decrease in overall revenues for the quarter is due to slower than anticipated contract awards by two customers pending resolution of certain terms and conditions. These orders have now been received, however, some execution delays by one customer for customer acceptance in the projects portion of our business continue to have an impact, albeit to a lesser degree than previously thought. Although these delays may impact the projects revenue portion of our business, they are not expected to have any material impact for the full year. The Company continues to make improvements in our project build and delivery process largely as a result of the investment in the establishment of the Engineering and Operations center in 2018 which has shortened delivery times on major projects.


Maintenance and technical support revenues were lower in the quarter as the result of new maintenance contracts being delayed in line with the delays in implementation. The renewals of existing contracts have somewhat offset this impact and we believe that a shift to the next generation of technology systems which are currently being installed will have a positive impact going forward. The maintenance and technical support revenues are driven by successful completion on projects and represent services and support for those installations. The Company expects new, long term recurring revenue from new customers will be coming on-line in the next several months.


The ITAM division recorded an increase in revenue in the third quarter of 2019. The increase in ITAM revenues is due to the ITAM division release of a new version of its software which is anticipated to broaden market acceptance of its offerings.


Cost of Revenues


 

 

 

For the Three Months Ended

 

 

 

 

September 30,

 

 

 

 

2019

 

 

2018

 

 

% Change

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects

 

 

$

984,805

 

 

$

2,684,785

 

 

 

-63%

 

Maintenance and technical support

 

 

 

158,785

 

 

 

89,077

 

 

 

78%

 

IT asset management services

 

 

 

29,352

 

 

 

 

 

 

 

 

Total cost of revenues

 

 

$

1,172,942

 

 

$

2,773,862

 

 

 

-58%

 


Cost of revenues on projects decreased in line with the decrease in revenues. The overall gross margin was slightly higher during the period compared to the equivalent period in 2018 due to a continued focus on build costs and certain savings through efficiency. The significant increase in personnel in anticipation of increased execution and support requirements for the second half of the year and into 2020 which we saw in the second quarter was no longer a factor in the current quarter. The tighter cost controls on production of systems and the efficiencies gained through the implementation of projects at the Operations and Engineering Center prior to customer deployment continues to have positive effect and this trend is expected to continue as the Company continues its focus on reducing the costs of delivery and streamlining execution for delivery of a greater number of projects. Cost of Revenues increased on maintenance and technical support as a result of additional investments in staffing to support a greater number of installations.


Gross Profit


 

 

For the Three Months Ended

 

 

September 30,

 

 

2019

 

 

2018

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,198,401

 

 

$

5,102,216

 

 

 

-57%

Cost of revenues

 

 

1,172,942

 

 

 

2,773,862

 

 

 

-58%

Gross profit

 

$

1,025,459

 

 

$

2,328,354

 

 

 

-56%


Gross Profit was $1,025,459 or 47% of revenues compared to $2,328,354 or 46% of revenues for the three months ended September 30, 2019 and 2018, respectively. The overall decrease in gross profit of 56% reflects the lower revenues for the quarter although the gross profit as a percentage of the revenues was slightly higher. Although, the implementation of ASC 606 covering revenue from contracts with customers, had a temporary impact on overall gross margin during some previous reporting periods there was no impact during this quarter. Although this has had a negative overall effect on the typical project gross margin of at least 50%, management anticipates the overall gross margins for the full year to be close to historical norms and continue to improve going forward.




25



 


Operating Expenses


 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

$

98,311

 

 

$

73,468

 

 

 

34%

 

Salaries, wages and contract labor

 

 

1,438,608

 

 

 

1,072,029

 

 

 

34%

 

Research and development

 

 

97,273

 

 

 

122,755

 

 

 

-21%

 

Professional fees

 

 

43,903

 

 

 

63,878

 

 

 

-31%

 

General and administration

 

 

479,265

 

 

 

359,991

 

 

 

33%

 

Total operating expense

 

$

2,157,360

 

 

$

1,692,121

 

 

 

27%

 


Operating expenses were higher by 27% for the equivalent period in 2018 reflecting the increase in resources related to the Company’s anticipated growth. Selling and marketing expenses increased in line with the Company’s investment in resources to support that growth. The measurable increase in salaries, wages and contract labor during the period is a result of an anticipated larger order book and the Company continues to invest in staff resources to ensure timely execution. Research and development expenses outside of labor costs decreased. Professional fees were also minimal for the period due to the fact that the Company was not engaged in any significant activities related to fundraising or other activities outside the normal course of business. Other general and administrative costs were higher as the result of additional business and non-project related travel.


Loss From Operations


The loss from operations for the three months ended September 30, 2019 was $1,131,901 versus a profit from operations for the same period in 2018 of $636,233. The 278% increase in losses from operations are the result of lower revenues and gross margins for the period together with an increase in operating expenses. The losses are expected to be temporary and be offset for the full year with the anticipated growth in business from new contracts.


Other Income/Expense


Interest expense for the three months ended September 30, 2019 was $12,783 versus interest expense of $4,589 in the equivalent period in 2018. Interest costs continue to be minimal and are offset by earnings from cash on deposit in the amount of $615 at September 30, 2019 versus $981 in the same period of 2018.


Net Income (Loss)


The net loss for the three months ended September 30, 2019 was $1,144,069 against a net profit for the same period in 2018 of $632,624. The $1,776,693 negative change in net loss is primarily attributable to the decrease in project revenue. Net loss per common share was ($0.56) versus a profit of $0.42 per share for the three months ended September 30, 2019 and 2018, respectively.


Comparison for the Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018


The following table sets forth a modified version of our unaudited Consolidated Statements of Operations that is used in the following discussions of our results of operations:


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Revenue

 

$

7,896,287

 

 

$

9,490,202

 

Cost of revenue

 

 

4,565,585

 

 

 

5,428,037

 

Gross profit

 

 

3,330,702

 

 

 

4,062,165

 

Operating expenses

 

 

6,365,319

 

 

 

4,795,994

 

Loss from operations

 

 

(3,034,617

)

 

 

(733,829

)

Other income (expense)

 

 

(15,074

)

 

 

(11,013

)

Net loss

 

$

(3,049,691

)

 

$

(744,842

)




26



 


Revenues


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Projects

 

$

6,954,062

 

 

$

8,516,812

 

 

 

-18%

 

Maintenance and technical support

 

 

701,552

 

 

 

881,004

 

 

 

-20%

 

IT asset management services

 

 

240,673

 

 

 

92,386

 

 

 

161%

 

Total revenue

 

$

7,896,287

 

 

$

9,490,202

 

 

 

-17%

 


Overall revenues were 17% lower for the period reflecting unanticipated delays in contract executions for two large new projects and the effects of such delay. Since the contracts were expected to be signed in 2019, the Company took the decision to begin acquiring certain components ahead of the contracts in order to ensure no material impacts to the Company’s expected revenues for the year. The decrease in project revenues of 18% for the period was slightly offset by an improvement in the IT Asset Management business. The Company’s stable capital structure enables us to more aggressively pursue large projects requiring the ability to deploy major resources and in the current period allowed us to begin implementation in advance of final contracts. This plus the ongoing investment by the Company in project resources impacted our cash resources which was offset by access to short term loans from two shareholders. By streamlining our project build and delivery process, largely as a result of the investment in the establishment of the Engineering and Operations Center in 2018, we have shortened our delivery times and implementation on major projects thus facilitating our ability to meet our planned revenue goals for the year. Although new maintenance contracts are being established as well as renewals of existing contracts from the shift to the next generation of technology systems, delays in contract signing have caused a temporary decline in maintenance and technical support revenues for the current period. The maintenance and technical support revenues are driven by successful completion on projects and represent services and support for those installations. For the year we do not anticipate a material effect and the Company expects to resume the growth with new, long term recurring revenue from new customers which will be coming on-line in the next several months.


The ITAM division recorded an increase in revenue in the first nine months of 2019. The increase in ITAM revenues is due to the ITAM division release of a new version of its software which is anticipated to broaden market acceptance of its offerings and we anticipate a positive impact on revenues in 2019.


Cost of Revenues


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Projects

 

$

4,045,448

 

 

$

5,079,455

 

 

 

-20%

 

Maintenance and technical support

 

 

420,451

 

 

 

300,593

 

 

 

40%

 

IT asset management services

 

 

99,686

 

 

 

47,989

 

 

 

108%

 

Total cost of revenues

 

$

4,565,585

 

 

$

5,428,037

 

 

 

-16%

 


Cost of revenues on projects decreased in line with the decrease in revenues but with the overall growth in Costs in Project Revenues growing at a slower pace. We continue to focus on tighter cost controls on production of systems and the efficiencies gained through the implementation of projects at the Operations and Engineering Center prior to customer deployment. This positive trend is expected to continue as the Company continues its focus on reducing the costs of delivery and streamlining execution. Cost of Revenues increased on maintenance and technical support as new systems are being brought online but this increase is expected to be temporary with costs more in line with historical norms. Some of these costs are related to a number of new, complex systems being installed over the past periods. ITAM costs of revenue were higher compared to a significant increase in revenue as the result of a larger proportion of the revenue coming from professional services over the total period. This effect is not expected to continue going forward but variances in the individual quarters reflective of the balance of license sales to professional services revenues should be expected.




27



 


Gross Profit


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Revenues

 

$

7,896,287

 

 

$

9,490,202

 

 

 

-17%

 

Cost of revenues

 

 

4,565,585

 

 

 

5,428,037

 

 

 

-16%

 

Gross profit

 

$

3,330,702

 

 

$

4,062,165

 

 

 

-18%

 


Gross Profit was $3,330,702 or 42% of revenues compared to $4,062,165 or 43% of revenues for the nine months ended September 30, 2019 and 2018, respectively. The Gross Margin has remained stable for the period and broadly comparable with the same period in the prior year. As previously discussed, the implementation of ASC 606 covering revenue from contracts with customers, can have a temporary impact on overall gross margin during previous reporting periods as certain costs are recognized ahead of revenues. The effects of this are typically within a quarter and over the project cycle there is expected to be no material impact. As previously stated, management anticipates the overall gross margins for the business to be close to historical norms for the 2019 period even though the current period is below that target due to an increase in resources related to anticipated project revenues from new projects that are expected to begin in the second half of this year.


Operating Expenses


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

% Change

 

Operating expenses:

  

 

                   

  

  

 

                   

  

  

 

                   

  

Selling and marketing expenses

 

$

336,433

 

 

$

189,092

 

 

 

78%

 

Salaries, wages and contract labor

 

 

4,045,689

 

 

 

3,153,138

 

 

 

28%

 

Research and development

 

 

328,403

 

 

 

401,116

 

 

 

-18%

 

Professional fees

 

 

188,876

 

 

 

187,679

 

 

 

1%

 

General and administration

 

 

1,465,918

 

 

 

864,969

 

 

 

69%

 

Total operating expense

 

$

6,365,319

 

 

$

4,795,994

 

 

 

33%

 


Operating expenses were higher by 33% for the equivalent period in 2018 reflecting the increase in resources related to the anticipated new contracts. Selling and marketing expenses increased significantly in line with the Company’s plans to grow the business. The 28% increase in salaries, wages and contract labor is higher during the period due to an increase number of employees and additional contract expenses related to an overall expected increase in revenues. These increases are also a result of an increasing investment in the Company’s TrueVue360 subsidiary focused on Artificial Intelligence. For the period, there were no revenues for TrueVue360 although we are anticipating revenues going forward. Research and development expenses, excluding personnel, decreased for the period. Professional fees were higher due to an increase in expenses related to legal fees with certain onetime expenses for the recent warrant execution and other expenses related to travel and a much larger workforce including additional facilities. Other G&A costs were in line with the additional staff expenses and the growth of the Company. It is anticipated that, going forward, operating expenses will continue to grow at a slower rate than the revenue increases.


Loss From Operations


The loss from operations for the nine months ended September 30, 2019 was $3,034,617 and the loss from operations for the same period in 2018 was $733,829. The 309% increase in loss from operations was mostly due to the overall increase in general and administrative costs along with the increase in costs in selling and marketing expense for the period against a lower overall revenue for the period.


Interest Expense


Interest expense for the nine months ended September 30, 2019 was $19,095 and the interest expense for same period in 2018 was $14,755. This was offset by $4,021 in interest income for the period versus $3,742 in the same period for 2018. This is due to generally higher amounts of available cash that generate interest income.




28



 


Other Expense


Other Expense for the nine months ended September 30, 2019 and 2018 was $15,074 and $11,013, respectively. The increase in other expense is due to higher interest costs related to financing short term debt offset by a slightly higher balance in the money market banking account for the first nine-month period in 2019.


Net Loss


The net loss for the nine months ended September 30, 2019 and 2018 was $3,049,691 and $744,842, respectively. The increase in net loss is the result of lower revenues for the period as well as an increase in operating expenses in 2019 compared to the same period in 2018. Net loss per common share was $1.82 and $0.56 for the nine months ended September 30, 2019 and 2018, respectively.


Comparison For the year ended December 31, 2018 compared to December 31, 2017


The following table sets forth a modified version of our Consolidated Statements of Operations that is used in the following discussions of our results of operations:


 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Revenue

 

$

12,048,619

 

 

$

3,884,588

 

Cost of revenue

 

 

6,844,396

 

 

 

2,294,552

 

Gross profit

 

 

5,204,223

 

 

 

1,590,036

 

Operating expenses

 

 

6,774,127

 

 

 

5,033,529

 

Income (Loss) from operations

 

 

(1,569,904

)

 

 

(3,443,493

)

Other income (expense)

 

 

(10,983

)

 

 

(1,708,983

)

Net income (loss)

 

 

(1,580,887

)

 

 

(5,152,477

)

Series A preferred stock dividends

 

 

 

 

 

(17,760

)

Net income (loss) applicable to common stock

 

$

(1,580,887

)

 

$

(5,170,237

)


Revenues


 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Projects

 

$

10,753,926

 

 

$

1,884,079

 

 

 

471%

 

Maintenance and technical support

 

 

1,170,215

 

 

 

1,127,932

 

 

 

4%

 

IT asset management services

 

 

124,478

 

 

 

872,577

 

 

 

-86%

 

Total revenue

 

$

12,048,619

 

 

$

3,884,588

 

 

 

210%

 


The significant increase in overall revenues is driven by the current strength of the projects portion of our business currently being undertaken. The Company’s stable capital structure enables us to more aggressively pursue large projects requiring the ability to deploy major resources. The significant increase in project revenues was also accompanied by an increase in maintenance and technical support. This revenue source has been in transition for the past year as older legacy systems are replaced by the next generation of technology systems which are currently being installed. There is typically a lag of approximately 3 months from installation of a new system until the recurring revenue is recognized. The Company continues to replace the declining revenues from one customer with new, long term recurring revenue from new customers which will be coming on-line in the next several months. The maintenance and technical support revenues are driven by successful completion on projects and represent services and support for those installations.


The ITAM division experienced a significant reduction in revenues for 2018. This was the result of the conclusion of a large project late in 2017 and delays in starting a new project that was anticipated to begin earlier in 2018.




29



 


Cost of Revenues


 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

% Change

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Projects

 

$

6,373,684

 

 

$

1,487,516

 

 

 

328%

 

Maintenance and technical support

 

 

409,316

 

 

 

458,960

 

 

 

-11%

 

IT asset management services

 

 

61,396

 

 

 

348,076

 

 

 

-82%

 

Total cost of revenues

 

$

6,844,396

 

 

$

2,294,552

 

 

 

198%

 


Cost of revenues on projects increased at a slower rate than the increase in revenues. The overall gross margin was positively impacted during the period compared to the equivalent period in 2017 due to tighter cost controls on production of systems and the efficiencies gained through the implementation of projects at the Operations and Engineering Center prior to customer deployment. Cost of Revenues decreased by 11% on maintenance and technical support which is a positive trend against an increase in revenues and we expect this trend to continue as economies of scale begin to have a positive impact. The Company also completed certain field work at the request of two major clients which increased revenue but at a margin that is less than in the normal course of business. The effect of this is anticipated to be minimal going forward.


Gross Profit


 

 

For the Years Ended

 

 

December 31,

 

 

2018

 

 

2017

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,048,619

 

 

$

3,884,588

 

 

 

210%

Cost of revenues

 

 

6,844,396

 

 

 

2,294,552

 

 

 

198%

Gross profit

 

$

5,204,223

 

 

$

1,590,036

 

 

 

227%


Gross Profit was $5,204,223 or 43% of revenues compared to $1,590,036 or 41% of revenues for the twelve months ended December 31, 2018 and 2017, respectively. The overall increase in gross profit of 227% was mainly the result of the increase in project revenues and the positive effect of significant revenue increases from new projects. It should be noted that the accounting treatment was changed to the ASC 606 reporting standard and that the results compared with the previous year are not strictly comparable. As previously discussed, the implementation of ASC 606 covering revenue from contracts with customers, has a temporary impact on overall gross margin as certain costs are recognized ahead of revenues. Also, during the year, certain project revenue related to the management of construction requested by two customers were treated as a pass through and have between a 10% and a 25% gross margin. This has a negative overall effect on the typical project gross margin for an aggregate of our revenue sources of at least 50%. Despite these factors, the Company recorded an overall increase in Gross Margin for the year compared to the prior year which is a positive trend. Management anticipates the overall gross margins for the business to continue to improve in the coming year excluding the impact of “one-off” lower margin revenues related to field construction work requested by the customer and not in the ordinary course of business.


Operating Expenses


 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

% Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

$

289,140

 

 

$

179,318

 

 

 

61%

 

Salaries, wages and contract labor

 

 

4,299,799

 

 

 

3,098,782

 

 

 

39%

 

Research and development

 

 

488,694

 

 

 

310,099

 

 

 

58%

 

Professional fees

 

 

245,033

 

 

 

393,531

 

 

 

-38%

 

General and administration

 

 

1,451,461

 

 

 

1,051,799

 

 

 

38%

 

Total operating expense

 

$

6,774,127

 

 

$

5,033,529

 

 

 

35%

 





30



 


Operating expenses were higher by 35% for the year reflecting the increase in resources related to the significant increase in revenues for the period. Selling and marketing expenses and research and development both increased with the Company’s investment in resources to grow the business. The Company also began investing in its resources for the development of the new truevue360™ AI platform. The 39% increase in salaries, wages and contract labor is due to a planned increase in the number of employees and additional contract expenses related to an overall significant increase in revenues. Professional fees were 38% lower due to a reduction in expenses related to legal fees and prudent management of expenses by management. Other G&A costs increased but were in line with the additional staff expenses and the growth of the Company.


Loss From Operations


The losses from operations for the years ended, December 31, 2018 and 2017 were $1,569,904 and $3,443,493, respectively. This is a 54% reduction in loss as the Company moves toward breakeven and profitability.


Interest Expense


Interest expense for the years ended December 31, 2018 and 2017 were $17,180 and $4,519,035 respectively. The significant decrease in interest expense was primarily due to the Company’s non-cash debt expenses related to certain financing actions prior to completing the capital raise at the end of November 2017. In addition to being non-cash, the expenses were driven by interest expense related to certain warrants which required accounting as derivatives. Some of these extraordinary costs were offset by an overall non-cash gain recorded due to the valuations recorded in those derivative instruments. The affected warrants were cancelled and retired at the end of 2017 and will have no impact on the Company’s financial results going forward.


Other Income


Other income for the years ending December 31, 2018 and 2017 was $6,197 and $1,719 respectively.


Net Loss


The net loss for the years ended December 31, 2018 and 2017 was $1,580,887 and $5,152,477 respectively. The $3,571,590 decrease in net loss is primarily attributable to the increase in revenue and less than proportionate increase cost of revenue in 2018. Net loss applicable to common stock was $1,580,887 in 2018 versus $5,170,237 in 2017, a decrease of $3,589,350. Most of the difference between Operating Losses and Net Losses were non-cash in nature. Additionally, the loss in 2017 included a charge for Series A Preferred Stock Dividends of $17,760. Net loss per common share was $1.12 and $20.02 for the years ended December 31, 2018 and 2017, respectively.


Liquidity and Capital Resources


As of September 30, 2019, the Company has a negative working capital of $1,300,123. We generated a net loss of $3,049,691 for the nine months ended September 30, 2019.


Cash Flows

 

The following table sets forth the major components of our statements of cash flows data for the periods presented:

 

 

 

September 30,
2019

 

 

September 30,
2018

 

Net cash (used) provided in operating activities

 

$

(3,623,876

)

 

$

(92,459

)

Net cash (used) in investing activities

 

 

(144,634

)

 

 

(223,304

)

Net cash provided (used) in financing activities

 

 

3,326,548

 

 

 

(54,004

)

Net decrease in cash

 

$

(441,962

)

 

$

(369,767

)

 




31



 


Net cash used in operating activities for the nine months ended September 30, 2019 was $3,623,876 and net cash used during the same period of 2018 was $92,459. The increase in net cash used in operations for the nine months ended September 30, 2019 was the result of higher expenditures related to current and future project execution in anticipation of new projects. In addition, there are a number of changes in assets and liabilities compared to the previous period that added to the use of cash in operations. Notable changes were an increase in accounts payable and decrease in contract liabilities reflecting less cash received for project execution due to delays in contract signing. In addition, cash is being used to further development activities within the TrueVue360 subsidiary where there are no current offsetting revenues during this period.


Net cash used in investing activities for the nine months ended September 30, 2019 and 2018 were $144,634 and $223,304, respectively representing continued investments in various fixed assets during the nine months of 2019.


Net cash provided in financing activities for the nine months ended September 30, 2019 was $3,326,548 and cash flows used in the same period 2018 was $54,004. Cash flows provided in financing activities during the nine-month period in 2019 were primarily attributable to warrants exercised by four shareholders and proceeds from short-term loans. Cash flows used by financing activities during 2018 were primarily attributable to repayments of existing notes and short-term credit facilities offset by proceeds from a warrant execution.


Previously, we have funded our operations primarily through the sale of our equity (or equity linked) and debt securities. During 2019, we have funded our operations through revenues generated and cash received from ongoing project execution and associated maintenance revenues as well as warrant executions and short-term loans from two shareholders. As of November 11, 2019, we had cash on hand of approximately $859,000. We have approximately $135,000 in monthly lease and other mandatory payments, not including payroll and ordinary expenses which are due monthly.


On a long-term basis, our liquidity is dependent on continuation and expansion of operations and receipt of revenues. Our current capital and revenues are sufficient to fund such expansion although we are dependent on timely payments by our customers for projects and work in process.


Demand for the products and services will be dependent on, among other things, continuing market acceptance of our products and services, the technology market in general, and general economic conditions, which are cyclical in nature. In as much as a major portion of our activities is the receipt of revenues from the sales of our products and services, our business operations may be adversely affected by our competitors and prolonged recession periods although these are not considered to be a factor at present.


As of December 31, 2018, the Company has a cash balance of $1,209,301.

 

Cash Flows

 

The following table sets forth the major components of our statements of cash flows data for the periods presented:


 

 

December 31,
2018

 

 

December 31,
2017

 

Net cash used in operating activities

 

$

(345,287

)

 

$

(3,562,306

)

Net cash used in investing activities

 

 

(285,678

)

 

 

(41,709

)

Net cash used/provided in financing activities

 

 

(101,552

)

 

 

5,371,457

 

Net (decrease) increase in cash

 

$

(732,517

)

 

$

1,767,442

 

 

Net cash used in operating activities for the years ended December 31, 2018 and 2017 were $345,287 and $3,562,306 respectively. The decrease in net cash used in operations for the year ended December 31, 2018 was almost exclusively due to a more than $2 million increase in contract liabilities.


Net cash used in investing activities for the years ended December 31, 2018 and 2017 were $285,678 and $41,709, respectively representing an increase in investments in software development and lab equipment during 2018.


Net cash used in financing activities for the year ended December 31, 2018 was $101,552 and cash flows provided in the year ended December 31, 2017 was $5,371,457. Cash flows used in financing activities during 2018 were primarily attributable to repayments of existing notes and short-term credit facilities. Cash flows provided by financing activities during 2017 were primarily attributable to proceeds from the issuance of common stock, offset by repayments of existing notes and short-term credit facilities.




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Liquidity

 

Under Accounting Standards Update, or ASU, 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40.

 

After the 2017 raise, management eliminated all debt other than for normal course of business financing which reduced monthly obligations for interest payments, secured sufficient working capital for ongoing operations. The Company continues to be successful in closing business and establishing a backlog. Most importantly, the Company has been successful in increasing its working capital cushion after receiving proceeds of $1,650,000 in connection with warrant exercises during the first quarter of 2019 and has secured another $665,270 in further warrant exercises in subsequent quarters. The Company has also been successful in obtaining $1.25M in short-term loans to support the increasing backlog of business. These loans have allowed the Company to be more flexible in procurement of necessary components and staffing requirements.


Management now believes that these actions have alleviated the substantial doubt for the Company to continue as a going concern and will continue to grow its business and achieve profitability without the absolute requirement to raise additional capital for existing operations. Management will continue to evaluate these plans in future filings.


Off Balance Sheet Arrangements


We have no-off balance sheet contractual arrangements, as that term is defined in Item 303(a)(4) of Regulation S-K.

 

Critical Accounting Policies and Estimates


We have identified the accounting policies below as critical to our business operations and the understanding of our results of operations.


Accounts Receivable


Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collections on the account, historical trends are evaluated, and specific customer issues are reviewed to arrive at appropriate allowances. The Company reviews its accounts to estimate losses resulting from the inability of its customers to make required payments. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers.


Share-Based Compensation


The Company accounts for employee stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values.


In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management implemented on January 1, 2019.




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Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The most significant estimates in the accompanying consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of intangible and other long-lived assets, estimates of net contract revenues and the total estimated costs to determine progress towards contract completion, valuation of derivatives, valuation of warrants issued with debt, valuation of beneficial conversion features in convertible debt and valuation of stock-based awards. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.




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BUSINESS

Overview


The Company, through its wholly owned subsidiaries DTI, operating under its brand name duostech, and truevue360, focuses on the design, development and turnkey delivery of proprietary “intelligent technologies” that enable our customers to derive measurable increases in return on investment for their business.


duostech


The mission of duostech is to develop, market and deploy disruptive technologies and systems that capture, process and present users with an unlimited number and types of data that provide our customers with a broad range of sophisticated intelligent technology solutions. With an emphasis on security, inspection and operations for critical infrastructure, we target a variety of industries including transportation, retail, law enforcement, oil, gas and utilities. Our technologies capture, process and present all data in real time. A further differentiator is that these technologies integrate with our customer’s existing business process and create actionable information to streamline mission critical operations. Our technologies have been verified by multiple government and private organizations including but not limited to, Johns Hopkins University Applied Physics Laboratory (JHU/APL), the Department of Homeland Security (DHS) and the Transportation Technology Center, Inc., a wholly owned subsidiary of the Association of American Railroads, a transportation research and testing organization (TTCI) and perhaps most significantly, they have been field tested and found relevant by our customers, which we believe is the chief reason for our substantial repeat business. Over the past several years, we have supplied funded prototypes of our technologies to verify technology and operating parameters.


truevue360


In January 2019, the Company launched a dedicated Artificial Intelligence program through its wholly-owned subsidiary True Vue 360, Inc., marketing its services and solutions under the brand name truevue360. The Company is committed to adding significant focus on the development, marketing and deployment of advanced convolutional neural network-based Artificial Intelligence (“AI”), Deep Machine Learning and Advanced Algorithms applications. While truevue360 will chiefly support DTI’s business growth, it will also develop and market its significant library of AI applications following a stand-alone business development strategy. Accordingly, our business is now operating in two equally important business units which complement each other and provide comprehensive turn-key, end-to-end, solutions to our customers.


[duot_424b011.gif]

Connected Intelligence


truevue360 has fully staffed its AI operation and completed:


 

·

The development of its full stack proprietary AI platform;

 

·

The development of its proprietary cloud services making the use of 3rd-party cloud services unnecessary;

 

·

The development of a Gateway platform technology which allows processing AI models i.e. algorithms at the edge, thereby significantly reducing the size of required broadband at the edge and increasing data processing speeds in an order of magnitude; and

 

·

Completed the development of 21 AI models/applications for the railcar inspection, consisting of over 30 algorithms.





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Under a recently launched initiative, discussed in more detail below, duostech™ is in the process of developing 30+ additional aspect modules targeting an expanded detection scope of mechanical defects, using predominantly oblique image capture, which will be followed by truevue360 developing an additional 40+ AI railcar inspection models/applications between now and the end of the 2nd quarter of 2020.


Starting in January of 2020, we intend to market our AI platform and application developments to third parties.


duostech


Over the past 10 years , duostech™ has developed an extensive suite of disruptive technologies, some of the most relevant of which are described below.


Intelligent Railcar Inspection Portal (rip®)


Federal regulations require each railcar/train to be inspected for mechanical defects prior to leaving a rail yard. Founded in 1934, the Association of American Railroads (AAR) is responsible for setting the standards for the safety and productivity of the U.S./North American freight rail industry, and by extension, has established the inspection parameters for the rail industry’s rolling stock. Also known as the “Why Made” codes, the AAR established approximately 110 inspection points under its guidelines for mechanical inspections.


Under current practice, inspections are conducted manually; a very labor intensive and inefficient process that only covers a select number of inspections points and can take up to 3 hours per train. It should be noted that approximately 50% of the rail industry’s operating costs are for maintenance, including 30% of the time trains spend in workshops resulting from manual failure diagnostics.


We invented, designed, deployed, and are currently marketing our intelligent Railcar Inspection Portal technology, intended to ultimately cover most, if not all, inspection points and reduce the in-yard dwell time to minutes per train. Our system combines high definition image and data capture technologies (developed by duostech) with our AI-based analytics applications (developed and maintained by truevue360) that are typically installed on active tracks located between two rail yards. We inspect railcars traveling through our inspection portal at speeds of up to 70 mph and report mechanical anomalies detected by our system to the ensuing yard; well ahead of the train(s) entering the yard. To date, we have successfully completed the development of 21 AI applications and are in the process of developing 44 additional applications scheduled to be completed by the end of Q2, 2020.


Over the past two years, several class 1 rail operators have ordered and are currently operating our rip technology with the ultimate objective to cause a change in federal rules that would allow replacement of the current manual inspection (in the yard) with a fully automated process. The Company is collaborating with certain industry professionals to pursue such regulatory rule changes and we believe that there will be broad acceptance of our technology as soon as a majority of required AI algorithm models are completed and tested.


Our rip system consists of a suite of sub-systems for the automated inspection of freight or transit railcars at high speeds. The combined technologies capture images and other relevant operating data from 360-degrees of each locomotive and railcar passing through our inspection portal. All data is processed and presented in real-time by our proprietary intelligent user interface, branded as centraco®.


[duot_424b013.gif]

Rail Inspection Portal rip® - Canadian Location

Operator Interface - centraco®




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Mechanical anomalies are detected through a combination of remote visual inspections, utilizing the Company’s proprietary remote user interface which displays ultra-high definition images of a 360-degree view of each railcar, and by a growing number of the Company’s proprietary artificial intelligence (AI) based algorithms, discussed in more detail under truevue360™. The inspection portal is typically installed between two rail yards and the inspection takes place while the trains are traveling at speeds of up to 70 mph. Detections are reported to the respective rail yards well ahead of the train arrival at the yard.


An expanded version for speeds up to 120 mph with additional sensor technologies for the transit rail is currently under development in anticipation of market entry to the passenger railcar mechanical inspection in early 2020.


The following examples of automated detections are the result of the combination of our image capture technologies designed by duostech , with our AI-based analytics applications designed and maintained by truevue360. Some of these mechanical defects, if unattended, could cause a derailment. Other examples of our AI-based detection applications include inspections at rail border crossings by CBP agents.


[duot_424b015.gif]

Samples of Automated Detections


The Company continues to expand its detection capabilities through the development of additional sensor technologies, necessary to process AI-based analytics of targets not yet covered by its core railcar inspection applications.


The industry’s main objective is to replace the manual inspection process taking place inside rail yards with a fully automated process taking place before trains reach the respective rail yards. To that end, the Company, together with its rail partners, is seeking to effect changes to current FAA rules, an effort to which we are committed and believe will be successful and receive wide acceptance by the industry and regulators alike.


A recent article by the Canadian Financial Post, which followed CN’s announcement and demonstration of our first series of Railcar Inspection Portals deployed in Winnipeg, CAN, stated that: “CN Rail expects automation to save up to $400 million over next three years” and that “Artificial intelligence can inspect 120 cars in the same time it takes worker to check a single car.”




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The following proprietary capture and sensor technologies are sold as stand-alone systems as well as sub-systems of the modular Railcar Inspection Portal system:


Vehicle Undercarriage Examiner (vue)


A system that inspects the undercarriage of railcars (both freight and transit rail) traveling at speeds of up to 70 mph. We are developing an expanded version for speeds up to 120 mph, with additional sensor technologies for the transit rail in anticipation of market entry to the passenger railcar mechanical inspection in early 2020.

[duot_424b016.jpg]


[duot_424b018.gif]

We are developing additional algorithms for an increasing number of automated detection of anomalies, which we believe once completed and successfully tested, may have a significant impact on our revenues. The next version upgrade is scheduled to be completed by the end of the first quarter of 2020.

[duot_424b019.jpg]


Thermal Undercarriage Examiner (t-vue)


Under a development award from the TTCI (the technology evaluation arm of the American Association of Railroads (“AAR”)), the Company developed and deployed a prototype thermal undercarriage examiner during the latter part of 2018. The first commercial unit was purchased by CN and has been installed at the most recent rip deployment site at Trimble, TN. The system uses high-speed thermal imaging technology to inspect the thermal signature of undercarriage components, with the focus on locomotives. Thermal monitoring of component heat signatures while underway will provide indications of the overall operating health of the locomotive that are not possible to observe during static yard inspections.


The t-vue design is currently undergoing further design refinements and sensitivity adjustments before we will develop a series of AI-based algorithms for the classification and detection of anomalies. We believe this system represents a breakthrough in detection technologies.

[duot_424b021.gif]


Pantograph Inspection System (apis®)


A system designed to inspect pantographs (structure connecting transit locomotives to high voltage power lines) for the detection of excessive depletion of carbon liners, which may cause power line ruptures. The Company is in the process of upgrading these technologies to add 3-D image capture and artificial intelligence-based automated detection capabilities. The prototype will be deployed at a transit location in Chicago, IL during the 1st quarter of 2020 and we expect to deploy commercial systems starting in the 3rd quarter of 2020.


Other proprietary technologies we have developed and are currently marketing to various verticals include:


Tunnel and Bridge Security


A suite of intelligent technologies-based homeland security applications for the security of critical tunnels and bridges.




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Virtual Security Shield


A suite of intelligent technologies-based homeland security applications for the security of critical areas and buffer zones. This application includes intrusion detection zone, Radio Frequency Identification (RFID) tracking and discriminating “Friend or Foe” modules (Friend or Foe refers to a Radio Frequency - based tagging system that validates individuals authorized to be in a specific area).


Facility Safety and Security


A suite of intelligent technologies-based homeland security applications for the “hardening” or safety and resilience of facilities against natural or man originated threats for the protection of critical facilities (energy, water, chemical facilities). The Company and most of its staff are CFATS (Chemical Facility Anti-Terrorism Standards) certified.


Transit Rail Platform Analytics (trackaware)

[duot_424b023.gif]

 

We have completed a pilot (proof of concept) of our Platform Analytics tunnel and track intrusion technology concept deployed for the New York City Transit Authority (“NYCT”). The technology is designed to automatically detect objects fouling tracks adjacent to transit passenger platforms and to alert incoming rail traffic to that effect. Field installation of the prototype has been completed and field testing employing our truevue360™ AI application has been conducted since mid-4th quarter of 2018 with near “0” false positive/negative episodes. The NYCT authority has delayed system-wide implementation, therefore we plan to market this product nationally to all transit authorities starting in early 2020.


Remote Bridge Operation


Proprietary system for remote control of draw bridges.


Multi-Layered Enterprise Command and Control Interface (centraco®)


This feature-rich intelligent user interface is at the core of all our systems and enables end users to connect to an unlimited number of operational sites from one central interface, the centraco Enterprise Command and Control Suite. A multi-layered command and control interface, designed to function as the central point and aggregator for information consolidation, connectivity and communications. The platform is browser based and agnostic to the interconnected sub-systems. It provides full LDAP (Lightweight Directory Access Protocol, also known as Active Directory) integration for seamless user credentialing and performs the following major functions:


·

Collection: Device management independently collects data from any number of disparate devices or sub-systems.


·

Analysis: Correlates and analyzes data, events and alarms to identify real-time situations and their priorities for response measures and end-users Concept of Operations (CONOPS).


·

Verification: The contextual layer represents relevant information in a quick and easily interpreted format which provides operators optimal situational awareness.


·

Resolution: Event-specific presentation of user-defined Standard Operating Procedures (SOPs), that includes step-by-step instructions on how to resolve situations.


·

Reporting: Tracking of data and events for statistical, pattern and/or forensic analysis. Features include mathematical, statistical and comparative data reporting as well as interoperability with 3rd-party databases. Reports are customized to the end users data formats and infrastructure.


·

Auditing: Device-level drill down that records each operators login interaction with the system and tracks manual changes including calculations of operator alertness and reaction time for each event.




39



 


·

AutoCheck: The system pings each device connected to its wide area network and performs periodic functionality audits. A variable alert feature sends out error messages to an unlimited number of user-definable stakeholders in case any device does not perform to specifications.


[duot_424b025.gif]


centraco® User Interface


Automated Logistics Information Systems (alis)


We have completed the development and commercially deployed a proprietary intelligent system to automate security gate operations at nine (9) distribution centers owned and operated by a national retail chain. Leveraging our proprietary multi-layered Enterprise Command and Control Interface technology (centraco), the automation of gatehouse operations provides substantial improvements to the efficiency of distribution center traffic flow, resulting in the potential for significant return on investment to the customer. The Company initiated marketing this new technology to enterprise-level owners of distribution centers throughout the United States and beyond and expects to scale sales of this product line starting in early 2020.


[duot_424b027.gif]


Automated Gate Operation alis deployed at nine Kohl’s distribution centers






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Intelligent Analytics Suite (praesidium®)


praesidium is an integrated suite of analytics applications which processes and analyzes data streams from a virtually unlimited number of conventional or specialized sensors and/or data points. Our algorithms compare analyzed data against user-defined criteria, rules in real time and automatically reports any exceptions, deviations and/or anomalies. This application suite also includes a broad range of conventional operational system components and sub-systems, including an embedded feature-rich video management engine and a proprietary Alarm Management Service (“AMS”). The AMS provides continuous monitoring of all connected devices, processes, equipment and sub-systems, and automatically communicates to centraco, the Company’s enterprise information management suite, if and when an issue, event or performance anomaly is detected. The processed information is instantly distributed simultaneously to an unlimited number of users in a visualized and correlated user interface using the centraco command and control platform.


Our core modules are tailored to specific industry applications and the analytics engine(s) process any type of conventional sensor outputs, also adding “intelligence” to any third-party sensor technology. A key benefit is that the customer may often retain existing systems and we would integrate these into an overall solution.


As listed on the Safetyact.gov website, the praesidium video analytics technology has received “Safety Act” designation from the US Department of Homeland Security. To our knowledge, we are one of only ten companies to have received this designation for video related solutions and praesidium is the only video analytics application with this designation.


Over the years, our proprietary analytics suite has been expanded to meet a significant number of security objectives and environments, adaptable to a broad range of critical infrastructure target verticals, including but not limited to, commercial transportation (rail, air and seaports), retail, healthcare, utilities, oil, gas, chemical and government.


Markets


Currently, our target market is North America and we expect to soon expand globally through strategic partnerships. Our customers are in the $60 billion North American Rail market, the $2 billion video analytics market and the $28.6 billion (projected to grow to $53 billion by 2024) enterprise information systems market. The addition of our dedicated AI subsidiary expands our target market by $9.5 billion by 2022 (Source: IDC). We originally implemented our products in railcar security inspection with a focus on providing our customers with the capability of performing mission critical security inspections of inbound trains crossing US/Mexican borders from a centralized, remote location. The U.S. Customs and Border Protection (“CBP”) agency uses our systems at critical border rail crossings. Over the last two years we have developed new systems based on this original technology to greatly expand our business by offering mission critical mechanical and safety inspection systems with the goal of improving operational efficiency. Many opportunities exist within this operating environment. Our initial emphasis on freight carriers by providing mechanical inspection portals for the remote inspection of railcars while traveling at high speeds has had a significant positive impact on our revenue. Unlike trucks, barges and airlines; freight railroads operate almost exclusively on infrastructure that they own, build and maintain. According to the AAR article on Freight Railroad Capacity and Investment dated June 2019, from 1980 to 2018 freight railroads alone reinvested approximately $685 billion of their own funds in capital expenditures and maintenance projects related to locomotives, freight cars, tracks, bridges, tunnels and other infrastructure related equipment. The AAR further reports that more than 40 cents out of every revenue dollar is reinvested into a rail network.


According to AAR’s statistical railroad report, there are approximately 1.56 million freight cars and 26,086 locomotives in service operated on approximately 250,000 miles of active rail tracks throughout North America. Rail tracks are predominantly owned by the Class-I railroad industry which include:


 Class-I Railroads

Tracks Owned in:

Canada

USA

Mexico

BNSF Railway

ü

ü

x

Canadian National Railway (CN)

ü

ü

x

Canadian Pacific

ü

ü

x

CSX Transportation

ü

ü

x

Ferrocarril Mexicano (Ferromex)

x

x

ü

Kansas City Southern Railway

x

ü

ü

Norfolk Southern

ü

ü

x

Union Pacific Railroad

x

ü

x



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Patents and Trademarks


Since inception, we have developed and patented key software components that provide a significant competitive advantage in specialized solutions for our target markets. We believe an important factor in this development is that the Company’s intellectual property is “industry agnostic” and can be deployed to many different industries.


We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties. We also actively engage in monitoring activities with respect to infringing uses of our intellectual property by third parties.


In addition to these contractual arrangements, we also rely on a combination of trade secret, copyright, trademark, trade dress, domain name and patents to protect our products and other intellectual property. We typically own the copyright to our software code, as well as the brand or title name trademark under which our products are marketed. We pursue the registration of our domain names, trademarks, and service marks in the United States and in locations outside the United States. As discussed in the risk factors section herein, we may face allegations by third parties, including our competitors and non-practicing entities, that we have infringed their trademarks, copyrights, patents and other intellectual property rights.


Patents


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Trademarks


[duot_424b030.jpg]


Specific Areas of Competition


Since inception, we have implemented a strategy of diversification to mitigate the potential vulnerabilities experienced by companies with a narrow business scope. We believe many public companies in the micro- and nano-cap ecosystem suffer major challenges due to their lack of diversification.

 

During the past several years, we have made considerable investments in, and have successfully developed, our two core technology platforms, praesidium® and centraco®.


praesidium is an open architecture, modular engine that manages an unlimited number of “back end” process and analytics frameworks. In addition to driving our own proprietary sensor and data analytics, this core technology also allows for the integration of an unlimited number of third-party technologies, systems and sub-systems. Third-party industry or task-specific processes are modularized and embedded into the praesidium® engine, thereby substantially expanding the functionality of such third-party system. While we believe most companies tailor their products and services to a specific industry, this core platform is “industry agnostic” which we believe will allow us to penetrate multiple industries. Our past and current concentration on specific target markets such as rail, retail, utilities, chemical, gas, oil and government has enabled us to test the markets with our innovative technology solutions.

We believe we are the first to develop the concept of an intelligent rail inspection portal used for comprehensive inspection of security threats and at this time we are unaware of any competitor in this sector. We believe our potential competitors in this area are currently focusing chiefly on the inspection of wheels, bearings, breaks and track alignment. We expect that any competitor interested in expanding their inspection technologies to the ones we have developed over the past four years would require at least 2-3 years of research and development before being able to produce similar systems for real time testing. We believe the testing cycle will take at least an additional year for potential competition. Similarly, the CBP (US Customs and Border Protection) and Union Pacific Railroad are using our systems as their only security inspection infrastructure at the US border.

Our Growth Strategy

Our strategy is to grow our business through a combination of organic growth of both duostech and truevue360, as well as through strategic acquisitions.



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Organic Growth duostech


Our organic growth strategy is to increase our market share through the expansion of our business development team and our research and development talent pool, which will enable us to significantly expand our current solution offerings with additional features, and the development of new and enhanced technology applications. We plan to augment such growth with strategic relationships both in the business development and research development arenas, reducing time to market with additional industry applications, expansion of existing offerings to meet customer requirements, as well as, potential geographical expansion into international territories. The launch of our AI software systems through our truevue360 subsidiary is another building block of this strategy.


Our immediately “Accessible Market” consists of a pipeline of identified targets for both, duostech’s suite of intelligent technologies and truevue360’s AI applications. Based on our current staffing, planned expansion of our resource pool for 2020, our currently developed and available suite of products and solutions, and our prospective customer database, we believe our immediate target market for duostech amounts to over $239 million.


Organic Growth truevue360


truevue360’s immediate growth will mainly be driven by its already established library of rail applications and existing rail customers. Each of the most recent orders of rail inspection portals included an AI component of between 20 and 30 algorithms per customer per site, with a significant number of additional applications under development. It is expected that future orders will continue to include a significant component of algorithms i.e. AI applications.


Our AI applications are sold as a SaaS model and are priced per application/per site.


In addition to offering our AI modelling to our rail customers, we plan to offer services to our commercial /industrial customers in the following verticals:


·

Logistics companies

·

Oil & Gas

·

Commercial security


truevue360 is currently developing a stand-alone marketing /business development initiative to pursue an expanded number of target markets. Additional verticals to be pursued as this unit expands include:


·

Automotive

·

Agriculture

·

Banking

·

Industrial

·

DOD/Government


Strategic Acquisitions


Planned acquisition targets include sector specific technology companies with the objective of augmenting our current capabilities with feature-rich (third-party) solutions. The acquisition metric includes, but is not limited to, weighing time, effort and approximate cost to develop certain technologies in-house, versus acquiring or merging with one or more entities that we believe have a proven record of successfully developing a technology sub-component. Additional criteria include an extended national footprint of available manpower (predominantly technical and software engineering), and evaluating the potential acquisition target’s customer base, stage of technology and merger or acquisition cost as compared to market conditions.




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Manufacturing and Assembly


The Company streamlines its manufacturing by outsourcing component manufacturing to qualified fabricators. On-site installations are performed using a combination of in-house project managers/engineers and specialist sub-contractors as necessary. We maintain responsibility for the system implementation, servicing and tech support for our solutions. Our internal manufacturing operations consist primarily of materials procurement, assembly, testing and quality control of our engineers. If not manufactured internally, we generally rely on third party manufacturing partners to produce our hardware related components and hardware products and we may involve our internal manufacturing operations in the final assembly, testing and quality control processes for these components and products. We distribute most of our hardware products either from our facilities or partner facilities. Our manufacturing processes are based on standardization of components across product types, centralization of assembly and distribution centers, and a “build-to-order” methodology in which products generally are built only after customers have placed firm orders. For most of our hardware products, we have existing alternate sources of supply or such sources are readily available.


Research and Development


The Company’s R&D and software development teams design and develop all systems and software applications with a combination of full-time in-house software engineers and full-time contractors. Internal development allows us to maintain technical control over the design and development of our products. We have several United States and foreign patents and patent-pending applications that relate to various aspects of our products and technology. Rapid technological advances in hardware and software development, evolving standards in computer hardware and software technology, and changing customer requirements characterize the markets in which we compete. We plan to continue to dedicate significant resources to research and development efforts, including software development, to maintain and improve our current product and services offerings. We continue to increase our expenditures on R&D staffing in anticipation of the launch of our AI software systems through truevue360.


Properties


At this time, we do not own any real property. The Company has two operating lease agreements for office and warehouse space of approximately 12,708 square feet located in Jacksonville, Florida. On March 8, 2016, the current lease was amended commencing on May 1, 2016 and ending on October 31, 2021. Rental expense for the months of March 2016 through May 2016 were $0, followed by monthly rent of $14,816 (including operating cost and taxes) effective the month of June 2016. The rent is subject to an annual escalation of 3%, beginning May 1, 2017. The Company entered a new lease agreement of office and warehouse space on June 1, 2018 and ending May 31, 2021. This additional space allows for resource growth and engineering efforts for operations before deploying to the field.


Rental expense for the office lease during 2018 and 2017 was $209,389 and $174,878, respectively.


Legal Proceedings


On July 12, 2018 the Company filed an action against one of the Company’s vendors (the “Vendor”). The Vendor supplied a component that was subsequently determined by the Company’s engineering staff to not meet the stated criteria for implementation and did not meet the Vendor’s own stated technical specifications. Attempts to resolve the situation with the Vendor directly were not successful. On January 15, 2019, the Company elected to not pursue the case further due to cost of legal proceedings versus the likely recovery. Both companies have dismissed the claims against each other and the matter is now closed.


Other than the matter described above, to the best of management knowledge, there is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.


Employees


We have a current staff of 75 employees of which 54 are full-time , the majority of which work in the Jacksonville area, none of which are subject to a collective bargaining agreement. We also have 11 contract staff based in Europe who are primarily focused on our AI software development. We have not experienced any work stoppages and we consider our relationship with our employees to be good.



45



 


Our Corporate History


We were incorporated on May 31, 1994 in the State of Florida as Information Systems Associates, Inc. Initially, our business operations consisted of consulting services for asset management of large corporate data centers and development and licensing of Information Technology (IT) asset management software. On April 1, 2015, we completed a reverse triangular merger, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Duos Technologies, Inc., a Florida corporation (“DTI”), the Company, and Duos Acquisition Corporation, a Florida corporation and wholly owned subsidiary of the Company (“Merger Sub”). Under the terms of the Merger Agreement, the Merger Sub merged with and into DTI, whereby DTI remained as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). In connection with the Merger, TrueVue360, a wholly owned subsidiary formed in July 2014 by Information Systems Associates also became a wholly owned subsidiary of the Company. Further, in connection with the Merger, on July 10, 2015, the Company effected a name change to Duos Technologies Group, Inc. Since January 2019, Truevue360, Inc. has been focused on the development and marketing of Artificial Intelligence applications.




46



 


DIRECTORS AND EXECUTIVE OFFICERS


As of the date of this prospectus, our directors and executive officers are as follows:


Name

 

Age

 

Position

Gianni B. Arcaini

 

71

 

Chairman, Chief Executive Officer and President

Adrian G. Goldfarb

 

62

 

Chief Financial Officer, Executive Vice President and Director

Connie L. Weeks

 

61

 

Chief Accounting Officer, Executive Vice President

Blair M Fonda

 

53

 

Director

Kenneth Ehrman

 

50

 

Director

Ned Mavrommatis

 

49

 

Director


Blair M. Fonda, Kenneth Ehrman and Ned Mavrommatis each serves as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each director serves for a one year term, or until his successor is duly elected and qualified or his earlier resignation, removal or disqualification. Mr. Ehrman serves as the Chairman of the Compensation Committee and Nominating and Corporate Governance Committee. Messrs. Fonda and Mavrommatis serve as Co-Chairs of the Audit Committee.


The business experience of each of our directors and executive officers for the following:


Gianni B. Arcaini, Age 71, Chairman, Chief Executive Officer and President


Mr. Arcaini has been the Chairman of the Board, Chief Executive Officer and President since April 1, 2015, and held the same positions with our subsidiary, Duos Technologies, Inc. since 2002. Prior to his involvement with Environmental Capital Holdings, Inc., a predecessor of the Company, Mr. Arcaini spent over 10 years in various executive capacities with Robex International, a joint venture of Royal Volker Stevin, Royal Bijenkorf and the Westland Utrecht Bank, ultimately acquiring the Robex International in a management buyout after having expanded its operations into the United States.


Mr. Arcaini completed his early education at a Jesuit Boarding school in Austria and Germany, and graduated from a state business school in Frankfurt, Germany. He is fluent in German, Dutch, Italian, Spanish and English.


The Board believes Mr. Arcaini has significant experience in the Company’s industry, a deep knowledge of our business and customers and contributes a perspective based on his many years of involvement with our company which will be of great value to the Company as it grows. Mr. Arcaini is also the visionary leader of the Company and is personally involved in creating the initial design of our technologies prior to implementation by our research and development teams.


Adrian G. Goldfarb, Age 62, Chief Financial Officer, Executive Vice President and Director


Mr. Goldfarb has served as a Director since April 2010. Effective July 1, 2012, he was appointed as President and Chief Financial Officer of Information Systems Associates, Inc., which merged with Duos Technologies, Inc in April 2015 upon which he agreed to continue serving the merged company, Duos Technologies Group, Inc., as Chief Financial Officer and Director. Mr. Goldfarb also currently serves as a non-Executive Chairman of Gelstat Corporation, a public company engaged in the development, manufacturing and marketing of homeopathic and natural supplements. Mr. Goldfarb is a 35-year technology industry veteran including more than 25 years in information technology. Mr. Goldfarb graduated “cum laude” with a business degree specializing in Finance from Rutgers University, Newark, NJ.


The Board believes Mr. Goldfarb’s significant experience in financial stewardship of small public companies will be of great value to the Company as it grows.




47



 


Connie L. Weeks, Age 61, Chief Financial Officer, Executive Vice President


Ms. Weeks has over 35 years of accounting experience and is responsible for all aspects of financial reporting, internal controls, and cash management. She has been a key member of the Company for over 30 years (including time spent at Environmental Capital Holdings, Inc., a predecessor of the Company) and has served as Chief Accounting Officer, Executive Vice President since April 1, 2018.


Blair M. Fonda, Age 53, Director


Mr. Fonda was appointed as a Director on May 3, 2017 and serves as Co-Chairman of the Audit Committee and a member of the Compensation Committee and Nominating and Governance Committee. Since 2013, Mr. Fonda has served as the Chief Financial Officer of Emergent Financial Partners (“EFP”). EFP is an accounting and consulting services firm which offers financial consulting services to businesses and organizations throughout the United States and the Caribbean Islands. From 2013 to 2016, Mr. Fonda was contracted through EFP to serve as the outside Chief Financial Officer of Mountainstar Capital Engagement, a private equity and commercial real estate company. From 2007 to 2013, Mr. Fonda served as the Vice President and Controller of the Hospitality Division of Gate Petroleum, an owner and operator of convenience stores, resorts, construction and real estate operations throughout the United States. Mr. Fonda has previously served as Controller for Enterprise Rent-a-Car. Mr. Fonda is a Certified Public Accountant (CPA).


The Board believes that Mr. Fonda’s education and background qualify him as a financial expert. He has extensive and directly applicable accounting experience qualifying him to serve as Chairman of the Audit Committee.


Kenneth Ehrman, Age 50, Director


Mr. Kenneth Ehrman joined the Board on January 29, 2019. Mr. Kenneth Ehrman currently serves as an independent consultant to several high-technology companies in supply chain/logistics and transportation. Mr. Ehrman advises technology companies focused on solutions for these industries and joins the Company with a strong background in technology. As an innovator in intelligent machine-to-machine (“M2M”) wireless technology and industrial applications of the Internet of Things (“IoT”), Mr. Ehrman has been awarded more than 20 patents in wireless communications, mobile data, asset tracking, power management, cargo and impact sensing, and connected car technology. Mr. Ehrman previously served as Chief Executive Officer of I.D. Systems, Inc. (“IDS”), a company he founded in 1993 as a Stanford University engineering student, pioneering the commercial use of radio frequency identification (“RFID”) technology for industrial asset management. Under Mr. Ehrman’s leadership, IDS began trading on the NASDAQ in 1999 and was named one of North America’s fastest growing technology companies by Deloitte in 2005, 2006, and 2012. During his tenure at IDS, Mr. Ehrman received multiple awards, including Deloitte Entrepreneur of the Year and Ground Support Worldwide Engineer/Innovator Leader. He also served on the Board of Financial Services, Inc. from 2012-2016 before it was successfully sold to a large financial software company.


The Board believes that Mr. Ehrmans’ extensive background working in technology makes him ideally qualified to help lead the Company towards continued growth.


Ned Mavrommatis, Age 49, Director


Mr. Ned Mavrommatis joined the Board on August 13, 2019. Mr. Mavrommatis has served as Chief Financial Officer of ID Systems, Inc. (“ID Systems”) since August 1999, as ID Systems’ Treasurer since June 2001, and as ID Systems’ Corporate Secretary since November 2003. Mr. Mavrommatis is also the Managing Director of ID Systems’ wholly-owned subsidiaries, I.D. Systems GmbH and I.D. Systems (UK) Ltd. Prior to joining ID Systems, Mr. Mavrommatis was a Senior Manager at the accounting firm of Eisner LLP (currently known as EisnerAmper LLP).


Mr. Mavrommatis received a Master of Business Administration in finance from New York University’s Leonard Stern School of Business and a Bachelor of Business Administration in accounting from Bernard M. Baruch College, The City University of New York. Mr. Mavrommatis is also a Certified Public Accountant.


The Board believes that Mr. Mavrommatis’ management experience, accounting expertise and long history and familiarity with industries the Company currently operates in, makes him ideally qualified to help lead the Company towards continued growth.


Family Relationships


There are no family relationships among any of our directors or executive officers.




48



 


Board Composition and Director Independence


As of the date of this prospectus, our board of directors consists of five members: (1) Mr. Gianni B. Arcaini, (2) Mr. Blair M. Fonda, (3) Mr. Kenneth Ehrman, (4) Mr. Adrian G. Goldfarb, and (5) Ned Mavrommatis. The directors will serve until our next annual meeting and until their successors are duly elected and qualified. The Company defines “independent” as that term is defined in Rule 5605(a)(2) of the NASDAQ listing standards.


In making the determination of whether a member of the board is independent, our board considers, among other things, transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions”. The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent. On the basis of such review and its understanding of such relationships and transactions, our board affirmatively determined that Blair M. Fonda, Kenneth Ehrman, and Ned Mavrommatis are all qualified as independent and do not have any material relationships with us that might interfere with their exercise of independent judgment.


Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee has its own charter, which is available on our website at www.duostech.com. Each of the board committees has the composition and responsibilities described below.

Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

The members of each committee are Kenneth Ehrman, Ned Mavrommatis and Blair M. Fonda, all of whom are independent directors within the meaning of the Nasdaq Stock Market rules.


Audit Committee


The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our financial statements and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not limited to:


·

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

·

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

·

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

·

monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

·

discussing our risk management policies;

·

establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

·

meeting independently with our independent registered public accounting firm and management;

·

reviewing and approving or ratifying any related person transactions; and

·

preparing the audit committee report required by SEC rules.


Our board has determined that both Mr. Fonda and Mr. Mavrommatis are currently qualified as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. Mr. Fonda and Mr. Mavrommatis serve as Co-Chairs on the Audit Committee.



49



 


Compensation Committee


The Committee’s compensation-related responsibilities include, but are not limited to:


 

·

reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer;

 

·

reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers;

 

·

determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or board of directors;

 

·

providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors;

 

·

reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our board of directors as needed, and exercising all the authority of our board of directors with respect to the administration of such plans;

 

·

reviewing and recommending to our board of directors the compensation of independent directors, including incentive and equity-based compensation; and

 

·

selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate.


Mr. Ehrman serves as the Chairman of the Compensation Committee.


Nominating and Corporate Governance Committee


The responsibilities of the Corporate Governance and Nominating Committee include:


 

·

recommending to the board of director’s nominees for election as directors at any meeting of stockholders and nominees to fill vacancies on the board;

 

·

considering candidates proposed by stockholders in accordance with the requirements in the Committee charter;

 

·

overseeing the administration of the Company’s Code of Ethics;

 

·

reviewing with the entire board of directors, on an annual basis, the requisite skills and criteria for board candidates and the composition of the board as a whole;

 

·

the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement, and cause the Company to pay the engaged search firm’s engagement fee;

 

·

recommending to the board of directors on an annual basis the directors to be appointed to each committee of the board of directors;

 

·

overseeing an annual self-evaluation of the board of directors and its committees to determine whether it and its committees are functioning effectively; and

 

·

developing and recommending to the board a set of corporate governance guidelines applicable to the Company.


Mr. Kenneth Ehrman serves as the Chairman of Nominating and Corporate Governance Committee.





50



 


EXECUTIVE COMPENSATION


The following table sets forth the total compensation received for services rendered in all capacities to our Company for the last two fiscal years, which was awarded to, earned by, or paid to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the “Named Executive Officers”).


Name and Principal Position

 

Year

 

 

Salary
($)

 

 

Bonus
($)

 

 

Stock
($)

 

 

Options

($)

 

 

Other

Comp.
($)

 

 

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gianni B. Arcaini,

 

2019

 

 

 

249,260

 

 

 

143,411

(1)

 

 

 

 

 

 

 

 

25,382

(3)

 

 

418,053

 

Chairman of the Board, Chief Executive Officer, President, Director (PEO)

 

2018

 

 

 

249,260

 

 

 

183,386

(1)

 

 

 

 

 

144,384

(2)

 

 

27,116

(4)

 

 

604,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adrian G. Goldfarb,

 

2019

 

 

 

180,250

 

 

 

 

 

 

 

 

 

 

 

 

7,500

(6)

 

 

187,750

 

Chief Financial Officer, EVP, Director (PFO)

 

2018

 

 

 

175,000

 

 

 

5,000

 

 

 

 

 

 

54,272

(5)

 

 

5,625

(6)

 

 

240,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connie L. Weeks,

 

2019

 

 

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

150,000

 

Chief Accounting Officer, EVP

 

2018

 

 

 

148,338

 

 

 

14,451

 

 

 

 

 

 

54,272

(7)

 

 

 

 

 

217,061

 

———————

(1)

Represents an amount equal to 1% of annual revenues to which Mr. Arcaini is entitled under the terms of his employment and taxes paid on the behalf of Mr. Arcaini for conversion of previously deferred compensation into common stock.

(2)

During the second quarter of 2018, 160,143 incentive stock options were issued to staff and Directors under the 2016 Equity Compensation plan. All the options have a $14.00 strike price. Option compensation is the fair market value of 50,358 options granted to Mr. Arcaini which are fully vested. The fair value of the incentive stock option grants for the year ended December 31, 2018 estimated using the following weighted- average assumptions:


 

 

For the Years Ended
December 31,

 

 

2019

 

2018

Risk free interest rate

 

 

2.59%

Expected term in years

 

 

2.5 – 2.76

Dividend yield

 

 

Volatility of common stock

 

 

197.13% - 207.27%

Estimated annual forfeitures

 

 


The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.


The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.

 

(3)

Comprised of $18,000 annual car allowance, and $7,382 in Company paid membership dues and subscriptions, respectively.

(4)

Comprised of $18,000 annual car allowance, $2,741 and $6,154 in Company paid membership dues and subscriptions, respectively.

(5)

Option compensation is the fair market value of 18,929 options granted to Mr. Goldfarb which are fully vested.

(6)

Comprised of $5,625 annual car allowance in 2018 and $7,500 annual car allowance in 2019.

(7)

Option compensation is the fair market value of 18,929 options granted to Ms. Weeks which are fully vested.




51



 


Outstanding Equity Awards at December 31, 2019


There were no outstanding equity awards to any of our Named Executive Officers as of December 31, 2019.


2016 Equity Incentive Plan


On March 11, 2016, the Board adopted, subject to the receipt of stockholder approval which was received on April 21, 2016, the 2016 Equity Incentive Plan (the “2016 Plan”) providing for the issuance of up to 16,327 shares of our common stock. The plan was subsequently modified with shareholder approval twice: on January 18, 2018 to increase the total maximum amount issuable under the plan to 178,572 shares of common stock and on July 31, 2019 to increase the total maximum amount issuable under the plan to 321,429. The purpose of the 2016 Plan is to assist the Company in attracting and retaining key employees, directors and consultants and to provide incentives to such individuals to align their interests with those of our stockholders. As of September 30, 2019, 321,429 shares of common stock have been approved for issuance under the 2016 Plan of which 163,010 shares of common stock have been issued.


Director Compensation


Each independent director was entitled to receive $15,000 annually for service on our Board in 2019. In addition, Chairmen of committees are awarded an additional $5,000 annually in compensation in connection with their service in such capacity.


The following table summarizes data concerning the compensation of our non-employee directors for the year ended December 31, 2019.


 

 

Fees Earned

or Paid
in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)(5)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Non-Qualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

Blair Fonda (1)

 

 

10,000

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

Alfred J. (Fred) Mulder (2)

 

 

9,792

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

9,792

 

Kenneth Ehrman (3)

 

 

9,167

 

 

 

 

 

 

9,167

 

 

 

 

 

 

 

 

 

 

 

 

18,334

 

Ned Mavrommatis (4)

 

 

3,750

 

 

 

 

 

 

3,750

 

 

 

 

 

 

 

 

 

 

 

 

7,500

 

———————

(1)

Blair Fonda was appointed to the board on May 3, 2017 and currently serves as co-Chairman of the Audit Committee.

(2)

Fred Mulder resigned as of July 1, 2019.

(3)

Kenneth Ehrman was appointed to the board in January 2019 and assumed responsibility of Chairman of the Compensation Committee, and was not awarded any compensation in 2018.

(4)

Ned Mavrommatis was appointed to the board on August 13, 2019 and assumed the responsibility of Co-Chairman of the Audit Committee.

(5)

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.


Employment Agreement with Gianni B. Arcaini


On April 1, 2018, the Company entered into an employment agreement (the “Arcaini Employment Agreement”) with Gianni B. Arcaini, pursuant to which Mr. Arcaini serves as Chief Executive Office and Chairman of the Board of Directors of Duos Technologies Group, Inc. Under the Arcaini Employment Agreement, Mr. Arcaini is paid an annual salary of $249,260 and an annual car allowance of $18,000. In addition, as incentive-based compensation, Mr. Arcaini is entitled to 1% of annual gross revenues of the Company and its subsidiaries. The Arcaini Employment Agreement has an initial term through March 31, 2020, subject to renewal for successive one-year terms unless either party gives notice of that party’s election to not renew to the other at least 60 days prior to the expiration of the then-current term. The Arcaini Employment Agreement contains certain provisions for early termination, which may result in a severance payment equal to three years of base salary then in effect. The Arcaini Employment Agreement was approved by the Compensation Committee and it is anticipated that Mr. Arcaini’s compensation terms will be revisited in the future by the Compensation Committee of the Company’s Board.

 



52



 


Potential Payments upon Change of Control or Termination following a Change of Control


Our employment agreement with Mr. Arcaini, our Chief Executive Officer, provides incremental compensation in the event of termination, as described herein. Generally, we currently do not provide any severance specifically upon a change in control nor do we provide for accelerated vesting upon change in control.


Employment Agreement with Adrian G. Goldfarb


On April 1, 2018, the Company entered into an employment agreement (the “Goldfarb Employment Agreement”) with Adrian G. Goldfarb, pursuant to which Mr. Goldfarb serves as Chief Financial Officer, Executive Vice President and Director of Duos Technologies Group, Inc. Under the Goldfarb Employment Agreement, Mr. Goldfarb is paid an annual salary of $175,000 and an annual car allowance of $7,500. The Goldfarb Employment Agreement had an initial term through March 31, 2019, subject to renewal for successive one-year terms unless either party gives the other notice of that party’s election to not renew at least 60 days prior to the expiration of the then-current term. The Goldfarb Employment Agreement remains in effect through March 31, 2020. The Goldfarb Employment Agreement contains certain provisions for early termination, which may result in a severance payment equal to one year of base salary then in effect. The Goldfarb Employment Agreement was approved by the Compensation Committee and it is anticipated that Mr. Goldfarb’s compensation terms will be revisited in the future by the Compensation Committee of the Company’s Board.


Potential Payments upon Change of Control or Termination following a Change of Control


The Goldfarb Employment Agreement provides for incremental compensation in the event of termination, as described herein. Generally, we do not provide any severance specifically upon a change in control, nor do we provide for accelerated vesting upon change in control.


Employment Agreement with Connie L. Weeks


On April 1, 2018, the Company entered into an employment agreement (the “Weeks Employment Agreement”) with Connie L. Weeks, pursuant to which Ms. Weeks serves as Chief Accounting Officer, and Executive Vice President of Duos Technologies Group, Inc. Under the Weeks Employment Agreement, Ms. Weeks is paid an annual salary of $131,000. The Weeks Employment Agreement had an initial term that extended through March 31, 2019, subject to renewal for successive one-year terms unless either party gives notice of that party’s election to not renew to the other party at least 60 days prior to the expiration of the then-current term. The Weeks Employment Agreement remains in effect through March 31, 2020. The Weeks Employment Agreement contains certain provisions for early termination, which may result in a severance payment equal to two-years of base salary then in effect. The Weeks Employment Agreement was approved by the Compensation Committee and it is anticipated that Ms. Weeks’s compensation terms will be revisited in the future by the Compensation Committee of the Company’s Board.


Potential Payments upon Change of Control or Termination following a Change of Control


The Weeks Employment Agreement provides for incremental compensation in the event of termination, as described herein. Generally, we do not provide any severance specifically upon a change in control, nor do we provide for accelerated vesting upon change in control.




53



 


SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

 

As of February 12, 2020, there are 1,981,569 shares of our common stock issued and outstanding. Our common stock entitles its holder to one vote on each matter submitted to the stockholders.

 

The following table sets forth, as of February 12, 2020, the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned. The address of our directors and officers is c/o Duos Technology Group, Inc., at 6622 Southpoint Drive S., Suite 310, Jacksonville, Florida 32216.


Name and Address of Beneficial Owner(1)

 

Outstanding Common
Stock
(2)

 

 

 

Percentage of

Ownership of

Common
Stock
(3)

 

5% Beneficial Shareholders

 

 

 

 

 

 

 

Bleichroeder LP

1345 Avenue of the Americas, 48th Floor

New York, NY 10105 (4)

 

 

330,358

 

 

 

 

17.40

%

Alpha Capital Anstalt

Lettstrasse 32, FL-9490

Vaduz Furstentums, Liechtenstein

 

 

147,363

 

 

 

 

7.44

%

AIGH Capital Management

6006 Berkeley Avenue

Baltimore MD 21209 (5)

 

 

85,735

 

 

 

 

4.33

%

Pessin Family Holdings

500 Fifth Avenue, Suite 2240

New York, NY 10110 (6)

 

 

191,101

 

 

 

 

9.99

%

Catalysis Partners, LLC

610 Main Street

Venice, CA 90291 (7)

 

 

125,329

 

 

 

 

6.33

%

 

 

 

 

 

 

 

 

 

 

Officers and Directors

 

 

 

 

 

 

 

 

 

Gianni B. Arcaini(8)

 

 

177,040

 

 

 

 

8.94

%

Adrian G. Goldfarb(9)

 

 

39,182

 

 

 

 

1.98

%

Ned Mavrommatis(10)

 

 

10,000

 

 

 

 

*

 

Blair M. Fonda(11)

 

 

11,063

 

 

 

 

*

 

Kenneth Ehrman(12)

 

 

15,867

 

 

 

 

*

 

Connie L. Weeks(13)

 

 

18,929

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

Officers and Directors as a Group (6 persons)

 

 

272,081

 

 

 

 

13.74

%

———————

*Denotes less than 1%


(1)

Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities.

(2)

The shares in the table have been listed in accordance with 13-G filings made by the individual investors.

(3)

The percentages in the table have been calculated based on treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.



54



 





(4)

Bleichroeder LP (Bleichroeder), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of the shares. The  shares includes 285,715 shares of Common Stock and 44,644 shares of Common Stock issuable upon exercise of warrants. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities. 21 April Fund, Ltd.,a Cayman Islands company for which Bleichroeder acts as investment adviser, may be deemed to beneficially own 260,162 of these 330,358 shares. 21 April Fund, LP, a Delaware limited partnership for which Bleichroeder acts as an investment adviser, may be deemed to beneficially own 70,196 of these 330,358 shares.

(5)

AIGH LP’s General Partner and president of AIGH LLC is Mr. Orin Hirschman. These 85,735 shares beneficially owned by Mr. Hirschman excludes warrants to purchase 142,858 shares of common stock not exercisable because the reporting person’s beneficial ownership is above 4.99%.

(6)

Consists of (i) 44,672 shares of common stock owned by Norman H. Pessin, (ii) 71,429 shares of Common Stock owned by Sandra F. Pessin, and (iii) 75,000 shares of Common Stock owned by Brian L. Pessin and iv 1705 shares of Series B Preferred Stock, convertible into 243,572 shares of common stock. However, the aggregate number of shares of Common Stock into which the Series B Preferred Stock is convertible and which they have the right to acquire beneficial ownership, is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned , does not exceed 9.99% of the total outstanding shares of Common Stock.

(7)

Consists of (i) 111,043 shares of common stock and (ii) 14,286 shares of common stock issuable upon exercise of warrants to purchase Common Stock held by Catalysis Partners LLC, of which Francis Capital Management, LLC is the investment manager and general partner. John Francis is the Managing Member of Francis Capital Management LLC.

(8)

Mr. Arcaini has voting and investment control of the following shares: 50,039 shares of common stock, 50,039 warrants to purchase shares of common stock with an exercise price of $14.00 per share which are currently exercisable and 50,358 options to purchase common stock with an exercise price of $1 4 .00 per share which are currently exercisable; 9,590 shares of common stock held in the name of Robex International, Inc., a Florida corporation in which Mr. Arcaini owns 95% and has sole dispositive voting power over such shares; 8,492 shares of common stock and 8,492 warrants to purchase common stock with an exercise price of $14.00 per share which are currently exercisable; and 34 shares of common stock currently held in his wife’s name.

(9)

Mr. Goldfarb owns 4,640 shares of common stock, 12,799 warrants to purchase shares of common stock with an exercise price of $9.10, 2,430 warrants to purchase shares of Common Stock with an exercise price of $14.00 per share and, 1,023 warrants to purchase shares of common stock with an exercise price of $132.30 per share all of which are currently exercisable and 18,929 options to purchase common stock with an exercise price of $14.00 per share which are currently exercisable.

(10)

Includes 2,725 shares of common stock.

(11)

Blair Fonda is a Director and serves as Audit Committee Chairman. Includes 462 shares of common stock and options to purchase 4,286 shares of common stock with an exercise price of $14.00 per share which are currently exercisable.

(12)

Kenneth Ehrman was granted 8,572 options to purchase shares common stock with an exercise price of $14.00 per share. None of these options are vested and currently are not exercisable by Mr. Ehrman.

(13)

Includes 18,929 options to purchase shares of common stock with an exercise price of $14.00 granted to Ms. Weeks which are currently exercisable.




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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


On August 1, 2012 the Company entered into independent contractor master services agreement (the “Services Agreement”) with Luceon, LLC, a Florida limited liability company, owned by our Chief Technology Officer, David Ponevac. Pursuant to the Services Agreement, Luceon will provide DUOS with support services, including management, coordination and software development services.


The Company entered into an agreement with 21 April Fund LP on September 25, 2019 whereby the related party loaned the Company an aggregate principal amount of $267,000, pursuant to a note, repayable on June 25, 2020. The note carries an annual interest rate of 3%. In addition, the Company issued warrants permitting the related party to purchase for cash 11,920 shares of the Company’s common stock at a price of $7.70 per share.


The Company entered into an agreement with 21April Fund LP on September 25, 2019 whereby the related party loaned the Company the principal aggregate in the amount of $733,000, pursuant to a note, repayable on June 25, 2020. The note carries an annual interest rate of 3%. In addition, the Company issued warrants permitting the related party to purchase for cash 32,724 shares of the Company’s common stock at a price of $7.70 per share.


Policy on Future Related Party Transactions


The Company requires that any related party transactions must be approved by a majority of the Company’s independent directors.




56



 


DESCRIPTION OF CAPITAL STOCK


In the discussion that follows, we have summarized selected provisions of our articles of incorporation, bylaws and the Florida Business Corporation Act relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Florida law and is qualified by reference to our certificate of incorporation and our bylaws. You should read the provisions of our articles of incorporation and our bylaws as currently in effect for provisions that may be important to you.


General


The Company is authorized to issue an aggregate number of 510,000,000 shares of capital stock, of which 10,000,000 shares are blank check preferred stock, $0.001 par value per share and 500,000,000 shares are common stock, $0.001 par value per share.


On January 17, 2020, we effected a 1-for-14 reverse stock split of our outstanding common stock, which caused our then outstanding common stock to decrease from 27,714,277 to 1,980,085 shares while keeping our authorized capitalization unchanged.


Preferred Stock


The Company is authorized to issue 10,000,000 shares of blank check preferred stock, $0.001 par value per share. Subject to the limitations prescribed by our articles of incorporation, our board of directors is authorized to establish the number of shares constituting each series of preferred stock and to fix the designations, powers, preferences and rights of the shares of each of those series and the qualifications, limitations and restrictions of each of those series, all without any further vote or action by our stockholders.


Series A Convertible Preferred Stock


Our board of directors has designated 500,000 of the 10,000,000 authorized shares of preferred stock as Series A Convertible Preferred Stock.

 

As of February 12, 2020, we have no shares of Series A Convertible Preferred Stock issued and outstanding.


Series B Convertible Preferred Stock


Our board of directors has designated 15,000 of the 10,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock.


Each share of Series B Convertible Preferred Stock is convertible at any time at the holder’s option into a number of shares of common stock equal to $1,000 divided by the conversion price of $7.00 per share. Notwithstanding the foregoing, we shall not effect any conversion of Series B Convertible Preferred Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of shares of Series B Convertible Preferred Stock (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of our common stock in excess of 4.99% (or, at the election of the purchaser, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise. Holders of Series B Convertible Preferred will vote on an as converted basis on all matters on which the holders of common stock are entitled to vote, subject to beneficial ownership limitations.


As of December 31, 2019, there are 1,705 shares of Series B Convertible Preferred Stock issued and outstanding.


Common Stock


The Company is authorized to issue 500,000,000 shares of common stock, $0.001 par value per share. As of February 12, 2020, we have 1,981,569 shares of common stock issued and outstanding.


Each share of common stock has one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for purposes of electing members to our board of directors.




57



 


Dividends


We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.


Warrants


As of February 12, 2020, there are warrants outstanding to purchase 1,521,250 shares of our common stock of which none are subject to full ratchet price protection on the exercise price potentially increasing the total number of common shares issuable upon exercise. The warrants are exercisable for a term of five years with a weighted average exercise price of $8.78.


Underwriters’ Warrants


The underwriters’ warrants will be exercisable at any time, and from time to time, in whole or in part, during the three-year period commencing six months from the effective date of the registration statement at a per share exercise price equal to 150% of the public offering price per share of common stock in the offering.


The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.


The underwriters’ warrants and underlying shares are included in this prospectus.


Transfer Agent


The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.


Florida Anti-Takeover Law and Certain Charter and Bylaw Provisions


Certain provisions of Florida law and our Charter and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, may discourage certain types of takeover practices and takeover bids, and encourage persons seeking to acquire control of our company to first negotiate with us. We believe that the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.


Florida Law


As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law.


Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the FBCA, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:


The transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;


The interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;


The interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or



58



 


The consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.


An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.


In addition, we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our Board of Directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our Board of Directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.






59



 


UNDERWRITING


ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative of the underwriters of the offering. We have entered into an underwriting agreement dated February 12, 2020 with the representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

 

Underwriter

 

Number of Shares

 

ThinkEquity, a division of Fordham Financial Management, Inc.

 

 

945,000

 

The Benchmark Company, LLC

 

 

405,000

 

Total

 

 

1,350,000

 

 

The underwriters are committed to purchase all the shares offered by us, other than those covered by the over-allotment option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

 

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

 

The underwriters are offering the shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

 

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase up to an aggregate of additional shares of common stock (equal to 15% of the common stock sold in the offering) in any combination thereof, at the public offering price per share, less underwriting discounts and commissions, solely to cover over-allotments, if any. If this option is exercised in full, the total price to the public will be $9,315,000 and the total net proceeds, before expenses, to us will be $8,569,800.

 

Discounts, Commissions and Reimbursement

 

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

 

 

 

Per Share

 

 

Total with no
Over-Allotment

 

 

Total with
Over-Allotment

 

Public offering price

 

$

6.00

 

 

$

8,100,000

 

 

$

9,315,000

 

Underwriting discount (7.5%)

 

$

0.45

 

 

$

607,500

 

 

$

698,625

 

Non-accountable expense allowance (0.5%)(1)

 

$

0.03

 

 

$

40,500

 

 

$

46,575

 

Proceeds, before expenses, to us

 

$

5.52

 

 

$

7,452,000

 

 

$

8,569,800

 

———————

(1)

We have agreed to pay a non-accountable expense allowance to the representative equal to 0.5% of the gross proceeds received in this offering.

 

The underwriters propose to offer the shares to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession not in excess of $0.24 per share. If all of the shares offered by us are not sold at the public offering price, the representative may change the offering price and other selling terms by means of a supplement to this prospectus.

 



60



 


We have also agreed to pay certain expenses of the representative relating to the offering, including: (a) fees, expenses and disbursements relating to background checks of our officers and directors, in an aggregate amount not to exceed $5,000; (b) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, up to $3,000; (c) $29,500 for fees and expenses for the underwriters’ use of book-building, prospectus tracking and compliance software for this offering; (d) the fees and expenses of the representative’s legal counsel, up to $75,000; and (e) up to $20,000 of the representative’s actual accountable road show expenses for the offering.


We have paid an advance of $10,000 to the representative, which will be applied against actual out-of-pocket accountable expenses and reimbursed to the Company to the extent any portion thereof is not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

 

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, will be approximately $492,000.

 

Underwriters’ Warrants


We have also agreed to issue to the representative or its designees, at the closing of this offering, warrants (the “Underwriters’ Warrants”) to purchase 67,500 shares of common stock (5% of the number of shares sold in the offering, excluding the over-allotment option). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during a three year period commencing six months from the effective date of this offering. The Underwriters’ Warrants will be exercisable at a price equal to 150% of the public offering price per share. The Underwriters’ Warrants have been deemed compensation by FINRA and are, therefore, subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The representative or its permitted assignees under this Rule 5110(g)(1) shall not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, nor engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants, for a period of 180 days from the effective date of the offering, except that they may be assigned, in whole or in part, as specifically set forth in the underwriting agreement. The Underwriters’ Warrants will provide for cashless exercise and customary anti-dilution provisions (for share dividends, splits and recapitalizations and the like) consistent with FINRA Rule 5110, and the number of shares underlying the Underwriters’ Warrants shall be reduced, or the exercise price increased, if necessary, to comply with FINRA rules or regulations. Further, the Underwriters’ Warrants will provide for a one-time demand registration right and unlimited piggyback rights.


Discretionary Accounts

 

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

 

Lock-Up Agreements

 

Pursuant to “lock-up” agreements, we and our executive officers and directors have agreed, subject to limited exceptions, without the prior written consent of the representative not to directly or indirectly offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) our common stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeable for common stock or any of our other securities or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of 90 days from the date of this prospectus.

 

Right of First Refusal

 

We have granted the representative a right of first refusal, for a period of 12 months from the consummation of this offering, to act as sole investment banker, book-runner and/or placement agent, at the representative’s sole discretion, for each and every future public and private equity offering, including all equity linked financings (each, a “Subject Transaction”), during such 12 month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to the representative for such Subject Transactions.

 



61



 


Electronic Offer, Sale and Distribution of Securities

 

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members. The representative may agree to allocate a number of securities to underwriters and selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

 

Stabilization

 

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

 

Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

 

Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

 

Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

 

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

 

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares of common stock or preventing or retarding a decline in the market price of our shares of common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

 

Passive market making

 

In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

 

Other Relationships

 

Certain of the underwriters and their affiliates have in the past and may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they have received or may in the future receive customary fees.

 



62



 


Offer restrictions outside the United States

 

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.



63



 


LEGAL MATTERS


The validity of the securities offered hereby has been passed upon for us by Lucosky Brookman LLP. Sichenzia Ross Ference LLP is acting as counsel to the underwriters in connection with certain legal matters relating to this offering.


EXPERTS


Our consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of those two years have been audited by Salberg & Company, P.A., an independent registered public accounting firm, as set forth in its report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION


We are a reporting company and file annual, quarterly and special reports, and other information with the Securities and Exchange Commission. Such reports and other information may be accessed at the SEC’s web site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.


This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. The registration statement may be accessed at the SEC’s website.








64



 


DUOS TECHNOLOGIES GROUP, INC.

INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

F-2

 

 

Consolidated Balance Sheets as of December 31, 2018 and 2017

F-3

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017

F-5

 

 

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2018 and 2017

F-6

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017

F-7

 

 

Notes to Consolidated Financial Statements, December 31, 2018 and 2017

F-9


 

 

Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018

F-29

 

 

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)

F-31

 

 

Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2019 and 2018

F-32

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)

F-34

 

 

Condensed Notes to Consolidated Financial Statements, September 30, 2018 (Unaudited)

F-35






F-1



 


[duot_424b031.jpg] 


Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of:

Duos Technologies Group, Inc.


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of Duos Technologies Group, Inc. and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2018 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.


Going Concern


The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had a net loss and net cash used in operations of $1,580,887 and $345,287 respectively in 2018 and had a working capital deficit, an accumulated deficit and a stockholders’ deficit of $469,082, $30,269,833 and $170,985 respectively at December 31, 2018. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan regarding these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Salberg & Company, P.A.


SALBERG & COMPANY, P.A.


We have served as the Company’s auditor since 2013

Boca Raton, Florida

April 12, 2019, except as to footnote 17, to which the date is January 24, 2020


2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide Member Center for Public Company Audit Firms




F-2



 


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


 

 

December 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash

 

$

1,209,301

 

 

$

1,941,818

 

Accounts receivable, net

 

 

1,538,793

 

 

 

298,304

 

Contract assets

 

 

1,208,604

 

 

 

423,793

 

Prepaid expenses and other current assets

 

 

235,198

 

 

 

90,923

 

Total Current Assets

 

 

4,191,896

 

 

 

2,754,838

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

204,226

 

 

 

65,362

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

 

Software Development Costs, net

 

 

40,000

 

 

 

 

Patents and trademarks, net

 

 

53,871

 

 

 

45,978

 

Total Other Assets

 

 

93,871

 

 

 

45,978

 

TOTAL ASSETS

 

$

4,489,993

 

 

$

2,866,178

 


(Continued)


See accompanying notes to the consolidated financial statements.





F-3



 


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)


 

 

December 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,416,716

 

 

$

812,618

 

Accounts payable - related parties

 

 

13,473

 

 

 

12,598

 

Notes payable - financing agreements

 

 

48,330

 

 

 

49,657

 

Notes payable - related parties

 

 

 

 

 

9,078

 

Line of credit

 

 

31,201

 

 

 

34,513

 

Payroll taxes payable

 

 

317,573

 

 

 

149,448

 

Accrued expenses

 

 

222,328

 

 

 

497,277

 

Contract liabilities

 

 

2,248,829

 

 

 

200,410

 

Deferred revenue

 

 

362,528

 

 

 

438,907

 

Total Current Liabilities

 

 

4,660,978

 

 

 

2,204,506

 

 

 

 

 

 

 

 

 

 

Notes payable - related party

 

 

 

 

 

39,137

 

Total Liabilities

 

 

4,660,978

 

 

 

2,243,643

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 10,000,000 authorized, 9,485,000 shares available to be designated

 

 

 

 

 

 

 

 

Series A redeemable convertible cumulative preferred stock, $10 stated value per share, 500,000 shares designated; 0 issued and outstanding at December 31, 2018 and December 31, 2017, convertible into common stock at $88.20 per share

 

 

 

 

 

 

Series B convertible preferred stock, $1,000 stated value per share, 15,000 shares designated; 2,830 issued and outstanding at December 31, 2018 and December 31, 2017, convertible into common stock at $7.00 per share

 

 

2,830,000

 

 

 

2,830,000

 

Common stock: $0.001 par value; 500,000,000 shares authorized, 1,505,883 and 1,475,561 shares issued, 1,505,426 and 1,475,327 shares outstanding at December 31, 2018 and December 31, 2017, respectively

 

 

1,506

 

 

 

1,476

 

Additional paid-in capital

 

 

27,416,801

 

 

 

26,628,005

 

Total stock & paid-in-capital

 

 

30,248,307

 

 

 

29,459,481

 

Accumulated deficit

 

 

(30,269,833

)

 

 

(28,688,946

)

Sub-total

 

 

(21,526

)

 

 

770,535

 

Less: Treasury stock (457 and 235 shares of common stock at December 31, 2018 and 2017, respectively)

 

 

(149,459

)

 

 

(148,000

)

Total Stockholders' Equity (Deficit)

 

 

(170,985

)

 

 

622,535

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

 

$

4,489,993

 

 

$

2,866,178

 


See accompanying notes to the consolidated financial statements.





F-4



 


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

Project

 

$

10,753,926

 

 

$

1,884,079

 

Maintenance and technical support

 

 

1,170,215

 

 

 

1,127,932

 

IT asset management services

 

 

124,478

 

 

 

872,577

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

 

12,048,619

 

 

 

3,884,588

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 

Project

 

 

6,373,684

 

 

 

1,487,516

 

Maintenance and technical support

 

 

409,316

 

 

 

458,960

 

IT asset management services

 

 

61,396

 

 

 

348,076

 

 

 

 

 

 

 

 

 

 

Total Cost of Revenues

 

 

6,844,396

 

 

 

2,294,552

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

5,204,223

 

 

 

1,590,036

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

289,140

 

 

 

179,318

 

Salaries, wages and contract labor

 

 

4,299,799

 

 

 

3,098,782

 

Research and development

 

 

488,694

 

 

 

310,099

 

Professional fees

 

 

245,033

 

 

 

393,531

 

General and administrative expenses

 

 

1,451,461

 

 

 

1,051,799

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

6,774,127

 

 

 

5,033,529

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

(1,569,904

)

 

 

(3,443,493

)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

Interest Expense

 

 

(17,180

)

 

 

(4,519,035

)

Gain on settlement of debt

 

 

 

 

 

64,647

 

Warrant derivative gain

 

 

 

 

 

2,743,686

 

Other income, net

 

 

6,197

 

 

 

1,719

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

(10,983

)

 

 

(1,708,983

)

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

(1,580,887

)

 

 

(5,152,477

)

 

 

 

 

 

 

 

 

 

Series A preferred stock dividends

 

 

 

 

 

(17,760

)

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common stock

 

$

(1,580,887

)

 

$

(5,170,237

)

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Share

 

$

(1.06

)

 

$

(20.07

)

Diluted Net Income(Loss) Per Share

 

$

(1.06

)

 

$

(20.07

)

 

 

 

 

 

 

 

 

 

Weighted Average Shares-Basic

 

 

1,485,438

 

 

 

257,600

 

Weighted Average Shares-Diluted

 

 

1,485,438

 

 

 

257,600

 


See accompanying notes to the consolidated financial statements.




F-5



 


DUOS TECHNOLOGIES GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the Years Ended December 31, 2018 and 2017


 

 

Series B

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Treasury

 

 

 

 

 

 

# of Shares

 

 

Amount

 

 

# of Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Stock

 

 

Total

 

Balance December 31, 2016

 

 

 

 

$

 

 

 

135,144

 

 

$

135

 

 

$

18,143,386

 

 

$

(23,518,709

)

 

$

(148,000

)

 

$

(5,523,188

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for settlement of accounts payable

 

 

 

 

 

 

 

 

25,689

 

 

 

26

 

 

 

214,074

 

 

 

 

 

 

 

 

 

215,000

 

Promissory notes settled by issuance of common stock

 

 

 

 

 

 

 

 

124,403

 

 

 

124

 

 

 

947,142

 

 

 

 

 

 

 

 

 

947,267

 

Issuance of origination shares (JMJ)

 

 

 

 

 

 

 

 

107,143

 

 

 

107

 

 

 

749,893

 

 

 

 

 

 

 

 

 

750,000

 

Officer salary settled for common stock

 

 

 

 

 

 

 

 

50,039

 

 

 

50

 

 

 

699,888

 

 

 

 

 

 

 

 

 

700,543

 

Series A preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,760

)

 

 

 

 

 

(17,760

)

Issuance of common stock

 

 

 

 

 

 

 

 

1,033,143

 

 

 

1033

 

 

 

7,230,957

 

 

 

 

 

 

 

 

 

7,232,000

 

Warrant liability extinguished

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,760

 

 

 

 

 

 

 

 

 

95,760

 

Stock issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,454,610

)

 

 

 

 

 

 

 

 

(1,454,610

)

Series B convertible preferred stock issued for cash

 

 

1,000

 

 

 

1,000,000