Duos Technologies Group Inc (DUOT)

[IPO$]

Item 1.02. Termination of a Material Definitive Agreement.



On September 19, 2014, Duos Technologies, Inc. (“Duos”), the wholly owned subsidiary of Information Systems Associates, Inc. (the “Company”), Unity International Group, Inc. (“Seller”) and Uni-Data and Communications, Inc. (“UDC”), entered into a Stock Purchase Agreement (SPA), as subsequently amended as of February 12, 2015 (the “Agreement”) , pursuant to which Duos agreed to purchase all of the issued and outstanding shares of UDC for an aggregate consideration of $7,000,000. Under the terms of the Agreement, either Duos or the Seller had the right to terminate the Agreement if the closing did not occur by May 31, 2015, without any further obligation or liability. See the Form 8-K the Company filed on April 7, 2015 relating to the merger with Duos for more information regarding the material terms of the Agreement.



The closing of the acquisition was subject to the Company raising the capital needed for the purchase price. As the necessary amounts were not raised by May 31, 2015, the closing under the Agreement did not occur. The Company continued negotiations with the Seller after May 31, 2015 regarding an extension of such date and, although, the Seller granted a temporary extension through June 16, 2015, no agreement was reached relating to an extension acceptable to the parties. Accordingly, on June 26, 2015, the parties agreed to terminate the Agreement in accordance with its terms.