8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————

FORM 8-K

——————

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 12, 2021

——————

Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

——————

6622 Southpoint Drive S., Suite 310

Jacksonville, Florida 32216

(Address of Principal Executive Offices) (Zip Code)

(904) 652-1616

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2021, the Board of Directors of Duos Technologies Group, Inc. (the “Company”) approved two amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws.  The Amendments are to the first sentence of Article I, Section 7, and to Article IX.  The Amendments are set forth in Exhibit 3.8 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Amendments to Amended and Restated Bylaws

EXHIBIT 3.8

Effective May 12, 2021, Duos Technologies Group, Inc. amended its Amended and Restated Bylaws as follows (crossed-out portions represent deletions):

Section 7. Shareholder Quorum and Voting.  ~~Except as provided by law, a~~A majority of the ~~outstanding~~ shares of ~~each class or series of voting stock then~~stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum ~~at a meeting of the shareholders but in no event shall a quorum consist of less than one-third of the shares of each class or series of voting stock then entitled to vote~~for the transaction of business at all meetings of shareholders, except as otherwise provided by Florida law or by the articles of incorporation.  When a specified item of business is required to be voted on by a class or series of stock, a majority of the outstanding shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

Article IX.  Governing Law; Forum for Adjudication of Disputes

These bylaws and the internal affairs of the Company shall be governed by and interpreted under the laws of the State of Florida, excluding its conflict of laws principles.  Unless the Company consents in writing to the selection of an alternative forum, the Circuit Court of ~~Martin~~Duval County (or the appropriate Florida federal court) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the 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.