8-K - DUOT - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported):October 21, 2025

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Duos Technologies Group, Inc.

(Exact name of registrant as specified in itscharter)

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Florida	001-39227	65-0493217
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

7660 Centurion Parkway, Suite 100, Jacksonville,Florida 32256

(Address of Principal Executive Offices) (ZipCode)

(904) 296-2807

(Registrant’s telephone number, includingarea 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.001 per share)	DUOT	The Nasdaq Stock Market LLC

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. ☐

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Item 7.01 Regulation FD Disclosure.

As previously announced, Duos Technologies Group, Inc. (the “Company”) presented at the LD Micro Main Event XIX on October 21, 2025 at 5:30 p.m., Eastern time. Pursuant to Regulation FD, the Company hereby furnishes the materials presented in the form of a PowerPoint Presentation.

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended. The PowerPoint Presentation may also be found on our website at https://duostechnologies.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	PowerPoint Presentation
99.2	Press<br> Release, dated October 14, 2025
104	Cover Page Interactive Data File<br> (formatted as Inline XBRL and contained in Exhibit 101)

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.

	DUOS TECHNOLOGIES GROUP, INC.
Dated: October 21, 2025	By:	/s/ Adrian G. Goldfarb
		Adrian G. Goldfarb<br><br> <br>Chief Financial Officer

Exhibit 99.1

SAFE HARBOR STATEMENT This presentation, as well as other written or oral statements made from time to time, includes “forward - looking statements” . Forward - looking statements are not based on historical information and include, without limitation, statements regarding our future financial condition and future results of operations, business strategy and plans and objectives of management for future operations . This presentation includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties or us . Industry publications and third - party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information . All of the market data used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates . While we believe these industry publications and third - party research, surveys and studies are reliable, we have not independently verified such data . The industries in which we operate are subject to a high degree of uncertainty, change and risk due to a variety of factors, which could cause results to differ materially from those expressed in the estimates made by the independent parties and by us including statements regarding projected revenue and margins, new product developments, potential increases in our customer base and deployments, possible mergers and acquisitions activity, and our plans to expand into new markets, countries and categories . Forward - looking statements reflect our current views with respect to future events . The words “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “project,” “estimate,” “plans,” “continuing,” or the negative of these words and similar expressions identify forward - looking statements . These forward - looking statements are based upon estimates and assumptions made by us or our officers that, although believed to be reasonable, are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially and adversely as compared to those contemplated or implied by such forward - looking statements . All forward - looking statements involve risks, assumptions and uncertainties, including those set forth in reports and documents that we file from time to time with the United States Securities and Exchange Commission . You should not rely upon forward - looking statements as predictors of future events . The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control . Actual results may differ materially from expected results . These risks, assumptions and uncertainties are not all of the important factors that could cause actual results to differ materially from those expressed in any of our forward - looking statements . Other known as well as unknown or unpredictable factors also could harm our results . All of the forward - looking statements we have included in this presentation are based on information available to us on the date of this presentation . We undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward - looking statements, whether as a result of new information, future events or otherwise . In light of these risks, uncertainties and assumptions, the forward - looking events discussed in this presentation might not occur . Any reference to financial projections in this presentation, if any, are for illustrative purposes only and are based upon certain hypothetical assumptions, which we believe are reasonable as of the date of this presentation . The selection of assumptions requires the exercise of judgment and is subject to uncertainty due to the effect that economic or other changes may have on future events . Nasdaq: DUOT | 2 © 2025 - ALL RIGHTS RESERVED |

3 © 2025 - ALL RIGHTS RESERVED | Duos Technologies Group Overview ▪ Duos Technologies Group, Inc. through its wholly owned subsidiaries, Duos Technologies, Duos Edge AI , and Duos Energy Corporation and its 5% holding in APR Energy , designs, develops, deploys, and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real - time analysis of fast - moving vehicles, Edge Data Centers and power consulting ▪ Headquartered in Jacksonville , Florida: went Public in 2015 Nasdaq: DUOT | Duos Technologies Group, Inc. Nasdaq: DUOT 5% Ownership Stake in APR Energy Common Senior Management Duos Technologies, Inc. ▪ Provides a broad range of intelligent technology solutions for railroading, logistics, and intermodal transportation ▪ Technologies include: - Railcar inspection portals - AI related software related to security, gatehouses, yard management Duos Edge AI, Inc. ▪ Specializes in edge data center related solutions ▪ Offerings include: - Cost reduction - Enhancing security - Increasing r eliability - Improving performance Duos Energy Corporation ▪ Specialized Operating Staff for APR Energy ▪ Offerings include: - Design and Engineering - Mobilization - Special Projects ▪ Rapid EDC Deployment Model: Modular, scalable Edge Data Centers (EDCs) engineered for fast deployment in underserved and high - growth markets across the U.S. ▪ Mission - Driven Edge Infrastructure: Duos Edge AI delivers high - powered, low - latency Edge Data Centers within 12 miles of end users and 24/7 uptime. Its scalable, rapidly deployable infrastructure empowers underserved communities and sectors like education, healthcare, and rural industries with real - time data processing and seamless IT integration. ▪ Proven Leadership & Execution: Led by industry veteran Doug Recker, with a track record of successful data center ventures and nationwide expansion plans targeting 15 EDCs in 2025. COLOCATION Cost - effective colocation services anywhere across the US SECURITY 24/7 secure access | Two factor authentication RELIABILITY Dual back up generators | N+1 facilities | Redundant networks SPEED TO MARKET Lower latency | Direct access to carrier hotels 15 EDCs by 2025 200 EDCs by 2028 $3.0+M to $65 Millon Expected ARRs (2025 - 2028) Duos Edge AI Duos Edge AI Offerings AMA

▪ Duos Edge AI, Inc. (a subsidiary of Duos Technologies Group, Inc.) develops, owns, and operates multiple Edge Data Center (EDC)s that provide edge co - location services ▪ Outgrowth from extensive Edge Computing experience with the Railcar Inspection Portals ▪ Installation of the first 15 standalone EDCs to be completed in 2025; planning start for additional 50 in 2026 ▪ Led by industry veteran Doug Recker, who previously founded and exited Colo5 (sold to Cologix ) and Edge Presence (sold to Ubiquity); now driving a 150+ site pipeline to scale Duos Edge AI’s national EDC footprint ▪ This line of business expected to generate annual recurring revenue and producing ultimately 70 % gross margins ▪ Expected ARRs $3.0+M to $65M (2025 – 2028) EXECUTIVE SUMMARY 5 © 2025 - ALL RIGHTS RESERVED | Nasdaq: DUOT | 15 EDCs for 2025 - Region 16, Amarillo, TX (1) - Region 3, Victoria, TX (1) - Corpus Christi, TX (2) - Dumas ISD, TX (1) - Region 12 ESC, Waco, TX (1) - West 40 ESC, Westchester, IL (1) - Hereford, ISD, TX (1) - Lubbock, TX (2) - City of Amarillo, TX (1) - Region 14 ESC, Abilene TX (1) - Region 13 ESC, Austin TX (3) West 40 ESC, Westchester, IL

The demand for high - speed connectivity, AI computing, and supporting infrastructure is surging, making edge computing a necessity as traditional cloud data centers cannot meet the latency requirements for devices like 5G phones, connected devices, gaming, streaming services, drone technology, autonomous devices, and AI systems. Key drivers of demand include: MARKET DRIVERS 6 © 2025 - ALL RIGHTS RESERVED | Nasdaq: DUOT | ▪ School districts – more robust networks to allow for improved AWS and Google platform performance ▪ Fiber network providers – colocation and network sharing ▪ Wi - Fi Internet Services provider (WISPs) – allows for redundant networks, local competition, competitive pricing for internet services ▪ Local Government agencies – storage of court records ▪ Healthcare – telehealth, lower latency for real time applications (robotic surgery) ▪ Oil and gas companies – onsite compute ▪ Utility companies – onsite monitoring of power grid and substations ▪ Manufacturing facilities – autonomous robots ▪ Farming and Agriculture – water conservation, herd monitoring and drone applications

EDUCATION CASE STUDY – AMARILLO, TX REGION 16 Nasdaq: DUOT | 9 © 2025 - ALL RIGHTS RESERVED | ▪ More Robust Networks ▪ Local Colocation ▪ Better connectivity for Mobile Operators and WISPs ▪ Farming and Agriculture applications ▪ Manufacturing and Distribution applications ▪ Local Government technology advances and opportunities for additional revenue ▪ Local presence for Content Providers/Caching ▪ Potential Job Creation Opportunities Key Benefits for Local Community

TELECOM CARRIER'S CASE STUDY UNLOCKING TIER 3 & TIER 4 MARKET POTENTIAL Nasdaq: DUOT | 10 © 2025 - ALL RIGHTS RESERVED | Market Opportunity Duos Edge AI Advantage Corpus Christi: Scalable Model in Action Why Carriers Choose Duos Edge AI Underserved Tier 3 & 4 regions lack reliable, localized compute infrastructure Carriers need edge proximity to reduce latency and improve quality of service Real estate and permitting hurdles delay traditional data center builds 90 - day EDC deployment with modular, high - density design Within 12 miles of population or device centers – ideal for low - latency service Always - on power + Tier - ready redundancy ensures telco - grade reliability Seamless carrier integration without service disruption Two Edge Data Centers deployed as carrier hubs for South Texas Supports fiber/network providers serving mobile operators, schools, hospitals, enterprise and local government Enables AI workloads, private 5G, content delivery, and future tech at the edge Faster go - to - market vs. building proprietary infrastructure CAPEX - light model for regional expansion Enhances customer SLAs and network differentiation in competitive markets Scalable across 150+ planned locations Replacing 40 – 50 - year - old IT infrastructure with latest technology

PIPELINE FY 2026 Nasdaq: DUOT | 11 © 2025 - ALL RIGHTS RESERVED | Expanding Edge AI Across Rural Texas and Beyond: Empowering Education, Telecommunications, and Secure Municipal Growth in Emerging U.S. Regions ▪ Illinois ▪ Florida ▪ South Carolina ▪ North Carolina ▪ Kentucky ▪ Connecticut ▪ North Dakota ▪ Geogia ▪ Tennessee ▪ Alabama

PLANNED PARTNERSHIPS Nasdaq: DUOT | 12 © 2025 - ALL RIGHTS RESERVED | Fiber & Telecom Providers : Partnering with leading carriers to expand last - mile and regional connectivity through seamless EDC integration Local Government & Educational Entities : Collaborating with municipalities and school districts to deliver low - latency infrastructure that supports smart city initiatives and AI - powered learning environments U.S. - Based Manufacturing Partners : Sourcing modular infrastructure and cooling systems from domestic vendors to ensure quality, speed of deployment, and compliance with "Made in USA" standards Strategic alliances driving scalable edge infrastructure — powered by local connectivity, public sector collaboration, and U.S. - made innovation

14 © 2025 - ALL RIGHTS RESERVED | Board Composition & Committees Total Board Members: 5 (4 independent; includes CEO) Audit Committee: Ned Mavrommatis (Chair) James Craig Nixon Frank A. Lonegro Compensation Committee: James Craig Nixon (Chair) Ned Mavrommatis Frank A. Lonegro Corporate Governance and Nominating Committee: Ned Mavrommatis (Chair) James Craig Nixon Frank A. Lonegro James Craig Nixon Chairman of the Board • 29 - year U.S. Army veteran; commanded 75th Ranger Regiment; JSOC operations director • Decorated with Distinguished Service Medal, Silver Star, 3 п Bronze Stars, Purple Heart • CEO of ACADEMI; led Constellis Group to $1B+ revenue and 5 п EBITDA growth • Co - founder, McChrystal Group; CEO of Nixon Six Solutions advisory firm • Auburn University grad; inductions: Ranger Hall of Fame, AUM Top 50 Alumni Nasdaq: DUOT | Charles (Chuck) Ferry CEO & Director • CEO since Sept 2020; Director since Nov 2020 • 35+ years of military & private - sector leadership • CEO & COO of APR Energy; VP/GM at ARMA (General Dynamics); • Director at Lockheed Martin • Served in Somalia (“Black Hawk Down”), Afghanistan, Iraq; multiple combat awards • Undergraduate degree from Brigham Young University Frank A. Lonegro Independent Director • Joined Board July 2023 • 30 - year leadership career in finance, law, technology & operations • Currently CEO & President at Landstar Systems (NASDAQ: ථ LSTR) • Former CFO at CSX (2015 – 2019) & Beacon Roofing Supply (2020 – 2024) • Led major rail safety initiatives, including Positive Train Control at CSX Ned Mavrommatis Independent Director • CFO experience includes Halo Collar (since 2022) and PowerFleet Inc. (NASDAQ: PWFL) 2019 – 2022, and I.D. Systems, Inc. (NASDAQ: IDSY) from 1999 – 2019 • Brings over 20 years of experience as a public company finance executive • CPA with an MBA in Finance (NYU Stern) and BS in Accounting (Baruch College) • Brings deep audit, financial reporting, and industry expertise to Duos duos tech BOARD OF DIRECTORS Brian James Independent Director • Proven Entrepreneurial Leader - 20+ years in fiber, data centers & edge infrastructure • Trusted Partner to Global Tech Leaders - Built startups into multimillion - dollar enterprises • Track Record of Growth – Partnered with hyperscale & “Magnificent 7” tech leaders • Strategic Board Experience – Board roles at EdgePresence , Hylan Electric & broadband firms

15 © 2025 - ALL RIGHTS RESERVED | Doug Recker Duos Technologies Group, Inc. President Duos Edge AI, Founder & President Charles (Chuck) Ferry Chief Executive Officer APR Energy, Exe. Chairman & CEO duos tech Adrian Goldfarb Chief Financial Officer 45+ years of experience in commercial, operational, and financial positions in technology companies including over 18 years as CFO of public companies. Jeff Necciai Chief Technology Officer 35+ years of experience in designing, developing, and delivering value - driven technology solutions across a wide range of industries. Former CTO for Nascent Technologies. 30+ years of delivering multi - access Edge Data Center (“EDC”) and colocation services. SME in telecommunications, managing, designing, implementing, and deploying EDC infrastructure across the US. Nasdaq: DUOT | MANAGEMENT TEAM Leah Brown Sr. VP of Accounting 25+ years of experience in accounting, finance, program oversight, and strategic planning, including various financial positions at a Fortune 500 company in the transportation sector. • Over 35 years of military and private - sector leadership • Previously CEO for APR Energy • Previously GM for ARMA Global • 26 years Army Enlisted, NCO Combat Veteran • Infantry, Ranger, and Special Operations Commander

16 © 2025 - ALL RIGHTS RESERVED | CONSOLIDATED INCOME STATEMENT Q2 YTD 2025 (Unaudited) (in ‘000s) (except EPS (LPS)) $10,688 Revenues $7,855 Cost of Revenues $2,833 Gross Margin $8,063 Operating Expenses ($5,230) Income (Loss) from Operations ($367) Total Other Income (Expense) ($5,597) Net Income (Loss) ($0.48) EPS (LPS) 11,620 Weighted Average Shares Outstanding Nasdaq: DUOT |

17 © 2025 - ALL RIGHTS RESERVED | BALANCE SHEET (SELECTED DATA) June 30, 2025, 10 - Q (Unaudited) (in ‘000s) $4,776 Current Assets $3,812 Cash, A/R, Contract Assets (1) $13,072 Current Liabilities $8,317 Contract Liabilities (2) $1,305 Debt $1,474 Cash $520 Adjusted Working Capital (3) $4,733 Stockholders' Equity (1) Contract Assets become A/R as projects complete milestones (2) Contract Liabilities reduce as project milestones completed (excludes data provision contract liabilities) (3) Considers that $5 million advance is fully earned per AMA Nasdaq: DUOT |

18 © 2025 - ALL RIGHTS RESERVED | CAPITAL STRUCTURE As of 10/17/25 All share counts represent "Common Stock or Equivalents" 18,307,218 Common Stock 2,014,398 Restricted Common Stock 375,276 Warrants 485,125 Options 333,000 Series D Convertible Preferred 4,789,273 Series E Convertible Preferred 26,304,290 Total Share Count Fully Diluted $141.3M Market Capitalization ( October 17 $7.72 ) Nasdaq: DUOT |

Exhibit 99.2

Duos to Present at the LD Micro Main EventXIX

Presentation Scheduled for Tuesday, October21st at 2:30 PM PT

JACKSONVILLE, FL /Newsfile /October 14, 2025 – Duos Technologies Group, Inc.(“Duos” or the “Company”) (Nasdaq: DUOT), today announced that President Doug Recker and Chief Financial Officer Adrian Goldfarb will present at the 19th Annual Main Event on Tuesday, October 21st at 2:30 PM PT (5:30 PM ET) at the Hotel del Coronado. The joint presentation will highlight Duos’ continued operational progress, growth trajectory, and expansion across Edge Data Centers and digital infrastructure. Investors will also have the opportunity to meet with management in one-on-one sessions to discuss the Company’s financial outlook, capital strategy, and long-term value creation initiatives.

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Event: LD Micro Main Event XIX

Date: Tuesday, October 21^st^

Time: 2:30 PM PT (5:30 PM ET)

To stay up to date on the Company's most recent developments or to learn more about the Duos story and its revolutionary technology platforms, be sure to follow here or sign up for email alerts here. For more information please contact DUOT@duostech.com or visit the Company's website and social media channels: Website, LinkedIn, X.

Summary of LD Micro Main Event XIX

The 2025 LD Micro Main Event XIX will run from October 19th to the 21st at the Hotel del Coronado in San Diego, California.

The first day will consist of registration, keynote speakers, and some gorgeous views of the Pacific. It will be followed by two full days of company presentations and one-on-one investor meetings concluded with a closing reception.

This three-day event will feature around 120 companies, presenting in half-hour increments, and attending private meetings with investors.

To learn more about LD Micro, visit: http://www.ldmicro.com

To learn more about Freedom US Markets LLC, visit: https://www.freedomcapmkts.com

About Duos Technologies Group, Inc.

Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers and power consulting. For more information, visit www.duostech.com , www.duosedge.ai, and www.duosenergycorp.com.

Forward- Looking Statements

This news release includes forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Actof 1934, as amended, regarding, among other things our plans, strategies and prospects -- both business and financial. Although we believethat our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assureyou that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks,uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-lookingwords such as "believe," "expect," "anticipate," "should," "planned," "will,""may," "intend," "estimated," and "potential," among others. Important factors that could causeactual results to differ materially from the forward-looking statements we make in this news release include market conditions and thoseset forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. We do notundertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflectany change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as requiredby law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalf are expressly qualifiedin their entirety by this cautionary language.

Contacts

Corporate

Fei Kwong

Director, Corporate Communications

Duos Technologies Group, Inc. (Nasdaq: DUOT)

904-652-1625

fk@duostech.com