SEC Comment Letter for DUOS TECHNOLOGIES GROUP, INC. (DUOT) (CIK 0001396536) (DUOT) — Jan 30, 2017
DUOS TECHNOLOGIES GROUP, INC. (DUOT) (CIK 0001396536)
Date: Jan. 30, 2017 · CIK: 0001396536 · Accession: 0000000000-17-003169
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 January 27, 2017 Gianna Arcaini Chief Executive Officer Duos Technologies Group, Inc. 6622 Southpoint Drive S., Suite 310 Jacksonville, Florida 32216
Re: Duos Technologies Group, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 20, 2017 File No. 000 -55497
Dear Mr. Arcaini :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. We note that you filed a registration statemen t on Form S -1 (File No. 333 -215652) on January 20, 2017, which contemplates an offering of common stock and warrants . Please revise your preliminary proxy statement to disclose this proposed public offering and discuss whether the public offering is conti ngent on the reverse stock split.
Proposal. Amendment to Approve a Reverse Stock Split
Purpose of the Reverse Stock Split , page 5
2. You state that JMJ has the right, at any time, to convert all or part of the outstanding and unpaid principal into shares of common stock. Please disclose the conversion mechanism under the promissory note. Consider including a table to illustrate the number of shares of common stock that may be issued based on the amount that is currently outstanding and varying market pri ces.
Gianna Arcaini Duos Technologies Group, Inc. January 27, 2017 Page 2
Effects of the Reverse Stock Split, page 6
3. Please expand the table on page 7 to disclose the number of shares of common stock currently authorized, issued and outstanding, reserved for issuance , and authorized but unissued, both before and after the reserve stock split. Include a discussion of the shares reserved for issuance, specifically the shares reserved for issuance in the public offering, the shares issuable under the promissory note, as well as the shares reserved for JMJ Financial pursuant to Section 3.2 of the Securities Purchase Agreement, dated December 20, 2016 . You should also include any shares reserved pursuant to options, warrants and other contractual commitments.
We remind y ou that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Ji Shin, Atto rney-Advisor, at (202) 551 -3579 or me at (202) 551 -3457 with any questions.
Sincerely,
/s/ Maryse Mills -Apenteng
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Mail Stop 4561 January 27, 2017 Gianna Arcaini Chief Executive Officer Duos Technologies Group, Inc. 6622 Southpoint Drive S., Suite 310 Jacksonville, Florida 32216 Re: Duos Technologies Group, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 20, 2017 File No. 000 -55497 Dear Mr. Arcaini : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. We note that you filed a registration statemen t on Form S -1 (File No. 333 -215652) on January 20, 2017, which contemplates an offering of common stock and warrants . Please revise your preliminary proxy statement to disclose this proposed public offering and discuss whether the public offering is conti ngent on the reverse stock split. Proposal. Amendment to Approve a Reverse Stock Split Purpose of the Reverse Stock Split , page 5 2. You state that JMJ has the right, at any time, to convert all or part of the outstanding and unpaid principal into shares of common stock. Please disclose the conversion mechanism under the promissory note. Consider including a table to illustrate the number of shares of common stock that may be issued based on the amount that is currently outstanding and varying market pri ces. Gianna Arcaini Duos Technologies Group, Inc. January 27, 2017 Page 2 Effects of the Reverse Stock Split, page 6 3. Please expand the table on page 7 to disclose the number of shares of common stock currently authorized, issued and outstanding, reserved for issuance , and authorized but unissued, both before and after the reserve stock split. Include a discussion of the shares reserved for issuance, specifically the shares reserved for issuance in the public offering, the shares issuable under the promissory note, as well as the shares reserved for JMJ Financial pursuant to Section 3.2 of the Securities Purchase Agreement, dated December 20, 2016 . You should also include any shares reserved pursuant to options, warrants and other contractual commitments. We remind y ou that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ji Shin, Atto rney-Advisor, at (202) 551 -3579 or me at (202) 551 -3457 with any questions. Sincerely, /s/ Maryse Mills -Apenteng Maryse Mills -Apenteng Special Counsel Office of Information Technologies and Services cc: Lawrence Metelitsa, Esq. Lucosky Brookman