Sec Form 13G Filing - Francis Capital Management LLC filing for DUOS TECHNOLOGIES GROUP INC. (DUOT) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

 

DUOS TECHNOLOGIES GROUP, INC

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

266042209

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,143 (See Note 2)

 

1.	NAME OF REPORTING PERSONS Catalysis Partners, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)     o (b)     o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 135,143 (See Note 2)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 135,143 (See Note 2)
9.
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% (See Note 1)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

(1)

The ownership percentage is calculated based on (i) 1,980,343 shares of Common Stock, the equivalent of the 27,724,814 outstanding shares of Common Stock as of November 11, 2019 as represented on the 10-Q filed with the Securities and Exchange Commission ("SEC") on November 14, 2019 plus (ii) 14,286 shares of Common Stock relating to the warrants issued to Catalysis Partners, LLC by the Issuer assuming full exercise of the warrants and taking into account the effects of the subsequent 1-for-14 reverse stock-split disclosed in the Form S-1 filed by the Issuer with the SEC on December 11, 2019 and effectuated on January 17, 2020 (the "Reverse Stock Split").

 

(2)

Consists of the equivalent of (i) 106,571 shares of Common Stock of the Issuer, (ii) 14,286 Restricted shares of Common Stock and (iii) 14,286 shares of Common Stock issuable upon exercise of the warrants, held by Catalysis Partners LLC, of which Francis Capital Management, LLC is the investment manager and general partner. The number of shares of Common Stock has been calculated after taking into account the effect of the Reverse Stock Split. John Francis is the Managing Member of Francis Capital Management LLC.

 

1.	NAME OF REPORTING PERSONS Francis Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)     o (b)     o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 135,143 (See Note 4)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 135,143 (See Note 4)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,143 (See Note 4)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% (See Note 3)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO, HC

 

(3)

See Note (1) Above

 

(4)

See Note (2) Above

 

1.	NAME OF REPORTING PERSONS John P. Francis
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)     o (b)     o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 135,143 (See Note 6)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 135,143 (See Note 6)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,143 (See Note 6)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% (See Note 5)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

(5) See Note (1) Above

 

(6) See Note (2) Above

 

AMENDMENT NO. 1 TO SCHEDULE 13G

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 15, 2019 (the “Schedule 13G“). Terms defined in the Schedule 13G are used herein as so defined.

 

The following Items of the Schedule 13G are amended and restated to read in their entirety as follows:

 

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)

(g) [x] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

Item 4.

Ownership

 

(i)

Catalysis Partners, LLC

 

(a)

Amount beneficially owned: 135,143 (See Note 7)

 

(b)

Percent of class: 6.8% (See Note 8)

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 135,143 (See Note 7)

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 135,143 (See Note 7)

 

(ii)

Francis Capital Management, LLC

 

(a)

Amount beneficially owned: 135,143 (See Note 7)

 

(b)

Percent of class: 6.8% (See Note 8)

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 135,143 (See Note 7)

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 135,143 (See Note 7)

 

(iii)

John P. Francis

 

(a)

Amount beneficially owned: 135,143 (See Note 7)

 

(b)

Percent of class: 6.8% (See Note 8)

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 135,143 (See Note 7)

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 135,143 (Se e Note 7)

 

Note 7:

 

Francis Capital Management, LLC ("FCM") is an investment advisor that is registered under the Investment Advisors Act of 1940. FCM, which serves as the general partner to Catalysis Partners, LLC, may be deemed to be the beneficial owner of all shares of Common Stock held by Catalysis Partners, LLC. Mr. John P. Francis, as Managing Member of FCM, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by Catalysis Partners, LLC.

 

Note 8:

 

The ownership percentage is calculated based on (i) 1,980,343 shares of Common Stock, the equivalent of the 27,724,814 outstanding shares of Common Stock as of November 11, 2019 as represented on the 10-Q filed with the SEC on November 14, 2019 plus (ii) 14,286 shares of Common Stock relating to the warrants issued to Catalysis Partners, LLC by the Issuer assuming full exercise of the warrants and taking into account the impact of the Reverse Stock Split effectuated on January 17, 2020.

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

  

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

 

See Note 7 above. Catalysis Partners, LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

  

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

See Note 7 above

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable

  

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

  

Item 10.

Certifications:

 

Each of the Reporting Persons makes the following certification:

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Date: February 12, 2020

 

 

Catalysis Partners, LLC

By:Francis Capital Management, LLC, its General Partner

By: /s/ John P. Francis

Name: John P. Francis

Title: Managing Member

 

 

Francis Capital Management, LLC

By: /s/ John P. Francis

Name: John P. Francis

Title: Managing Member

 

 

John P. Francis

By: /s/ John P. Francis

 

 

 

EXHIBIT A

 

Joint Filing Agreement Pursuant to Rule 13d-1

 

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).

 

 

Dated: February 12, 2020
Catalysis Partners, LLC By: Francis Capital Management, LLC its General Partner By: /s/ John P. Francis Name: John P. Francis Title: Managing Member     Francis Capital Management, LLC By: /s/ John P. Francis Name: John P. Francis Title: Managing Member     John P. Francis By: /s/ John P. Francis