Duos Technologies Group, Inc. (OTCMKTS:DUOT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, on December 20, 2016, the Company entered into a Securities Purchase Agreement with JMJ Financial, a Nevada sole proprietorship (the “SPA”). to the SPA, the Company issued a Promissory Note (the “Note”) in favor of JMJ Financial and funding was provided to the Company in the amount of $1,650,000, interest free and with an original issue discount of five percent (5%). The total planned repayment amount by the Company to JMJ Financial is approximately $1,736,842 (the “JMJ Financing”). If the Company fails to repay the balance due under the Note up to and including the date of the closing of thePublic Offering (as defined in the Note), JMJ Financial has the right to convert all or any portion of the outstanding Note into shares of common stock, subject to the terms and conditions set forth in the Note. All amounts due under the Note become immediately due and payable upon the occurrence of an event of default as set forth in the Note.
On May 15, 2017, the Company was obligated to repay the principal due to JMJ Financial under the Note totaling $1,627,632. On May 22, 2017, the Company and JMJ Financial entered into an Amendment #1 to the Securities Purchase Agreement and to the Note (“Amendment No. 1”). This Amendment No. 1 extended the original maturity date for the Note from May 15, 2017 to June 15, 2017 and extended the date on which the Origination Shares (as defined in the SPA) are to be issued from May 30, 2017 to June 15, 2017.
to Amendment No. 1, on June 15, 2017, the Company was obligated to repay the principal due to JMJ Financial under the Note totaling $1,627,632. On July 12, 2017, the Company and JMJ Financial entered into an Amendment #2 to the Securities Purchase Agreement and to the Note (“Amendment No. 2”). This Amendment No. 2 extended the original maturity date for the Note from June 15, 2017 to July 31, 2017 and extended the date on which the Origination Shares are to be issued from June 15, 2017 to July 31, 2017.
to Amendment No. 2, JMJ Financial conditionally waived the defaults for the Company's failure to meet the original maturity date of the Note and delivery date for the Origination Shares. JMJ Financial waived any damages, fees, penalties, liquidated damages, or other amounts or remedies otherwise resulting from such defaults in accordance with Amendment No. 2, and such conditional waiver is conditioned on the Company not being in default of and not breaching any term of the Note or the SPA or any other transaction document at any time subsequent to the date of Amendment No. 2. If the Company triggers an event of default or breaches any term of the Note, the SPA, or the transaction documents at any time subsequent to the date of Amendment No. 2, JMJ Financial may issue a notice of default for the Company’s failure to meet the original maturity date of the Note and original delivery date of the Origination Shares.
About Duos Technologies Group, Inc. (OTCMKTS:DUOT)
Duos Technologies Group, Inc. (Duos), formerly Information Systems Associates, Inc., is primarily engaged in the design and deployment of artificial intelligence driven intelligent technologies systems and information technology (IT) infrastructure services. The Company’s subsidiary, Duos Technologies, Inc. (duostech), is focused on the design, development and deployment of technology applications and turnkey engineered systems. It develops and deploys homeland and border security-centric critical infrastructure applications suite. It has two technology platforms: praesidium and centraco, both distributed as licensed software suites, and embedded within engineered turnkey systems. praesidium is a modular suite of analytics applications, which process and analyze data streams from conventional sensors and/or data points.