8-K
DUOS TECHNOLOGIES GROUP, INC. (DUOT)
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):May 27, 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On May 27, 2025, Duos Technologies Group, Inc. (the “Company”) entered into the Second Amendment to At-The-Market Issuance Sales Agreement (the “Second Amendment”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”). The Second Amendment amended the At-The Market Issuance Sales Agreement the Company had entered into with the Agent on May 17, 2024, as amended by the First Amendment to At-The-Market Sales Issuance Agreement, dated April 14, 2025 (the “Original Agreement” and the Original Agreement, as amended by the Second Amendment, the “Sales Agreement”). Under the Original Agreement, the Company sold shares of its common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of $7,500,000, from time to time, through an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the Second Amendment the Company and the Agent agreed that the amount of Placement Shares (as defined in the Sales Agreement) that may be sold under and pursuant to the terms of the Sales Agreement is increased by $10,500,000 (such additional amount, the “Shares”). On May 28, 2025, the Company filed a supplement to its prospectus supplement with the Securities and Exchange Commission (the “SEC”) relating to the offer and sale of up to $10,500,000 of Common Stock through an at the market offering.
The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-272603) filed with the SEC on June 12, 2023, amended on June 20, 2023 and declared effective by the SEC on June 21, 2023.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares.
The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Agreement, which is attached hereto as Exhibits 1.1, and 1.2, and the Second Amendment, which is attached hereto as Exhibit 1.3.
A copy of the opinion of Shutts & Bowen LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
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.
| DUOS TECHNOLOGIES GROUP, INC. | ||
|---|---|---|
| Dated: May 29, 2025 | By: | /s/ Adrian G. Goldfarb |
| Adrian G. Goldfarb<br><br><br><br><br>Chief Financial Officer |
Exhibit 1.3
Second Amendment
to
At-The-Market Issuance Sales Agreement
This Second Amendment to At-The-Market Issuance Sales Agreement (this “Amendment”) is entered into on May 27, 2025 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”) and Duos Technologies Group, Inc., a Florida corporation (the “Company”). Defined terms used herein have the definitions assigned to them in the At-The-Market Issuance Sales Agreement between the parties dated May 17, 2024 (the “Sales Agreement”).
1. The amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased to $10,500,000.
2. Other than as set forth herein, the terms and conditions of the Sales Agreement shall remain in full force and effect.
If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.
| Very<br> truly yours, | |
|---|---|
| DUOS TECHNOLOGIES GROUP, INC.<br><br> <br>**** | |
| By: | /s/<br> Adrian G. Goldfarb |
| Name: | Adrian G. Goldfarb |
| Title: | Chief Financial Officer |
ACCEPTED as of the date first-above written:
| ASCENDIANT CAPITAL MARKETS, LLC | |
|---|---|
| By: | /s/<br> Bradley J. Wilhite |
| Name: | Bradley J. Wilhite |
| Title: | Managing Partner |
Exhibit 5.1
| Shutts & Bowen LLP<br><br><br><br>200 South Biscayne Boulevard<br><br>Suite 4100<br><br>Miami, FL 33131<br><br><br><br>DIRECT (305) 358-6300<br><br><br><br>FAX (305) 3581-9982 |
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May 29, 2025
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, Florida 32256
Ladies and Gentlemen:
We have acted as counsel to Duos Technologies Group, Inc., a Florida corporation (the “Company”), in connection with the At-the-Market Issuance Sales Agreement, dated as of May 17, 2024, as amended by the First Amendment to At-The-Market Issuance Sales Agreement, dated as of April 14, 2025 and the Second Amendment to At-The-Market Issuance Sales Agreement, dated as of May 27, 2025 (as so amended, the “Sales Agreement”), by and between the Company and Ascendiant Capital Markets, LLC (the “Agent”), pursuant to which the Company may offer and sell through or to the Agent up to $10,500,000 of shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-3 (File No. 333-272603) filed on June 12, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 1 thereto, filed with the Commission on June 20, 2023 (the “Registration Statement”), which was declared effective on June 21 2023, the prospectus contained therein and the prospectus supplement filed with the Commission on April 14, 2025 and the supplement to prospectus supplement filed with the Commission on May 27, 2025 (the “Prospectus Supplement”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Sales Agreement; (iii) the prospectus, dated June 21, 2023 (the “Base Prospectus”), which forms part of the Registration Statement; (iv) the Prospectus Supplement; (v) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in effect; (vi) the Amended and Restated By-Laws of the Company, as amended, as currently in effect; and (vii) certain resolutions and minutes of meetings of the Board of Directors of the Company and the Pricing Committee thereof, relating to the Registration Statement (including the Base Prospectus), the Prospectus Supplement, the Shares, the Sales Agreement and the transactions contemplated thereby. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
We have also assumed that (i) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of Shares pursuant to the Sales Agreement to provide for such issuance; (ii) prior to the issuance of any of the Shares pursuant to the Sales Agreement, any authority delegated by the Board of Directors to the Pricing Committee will be exercised in accordance with the Board resolutions, including setting the maximum number of Shares that may be issued pursuant to the Sales Agreement, a time period during which such Shares may be issued and a minimum amount of consideration for which such Shares may be issued; and (iii) the Company shall remain at all times a corporation duly incorporated and validly existing and with an active status under the laws of the State of Florida.
Based upon the foregoing and subject to the limitations set forth below, we are of the opinion that the Shares have been duly authorized and, when issued, sold and paid for as described in the Registration Statement and the Prospectus Supplement and pursuant to the Sales Agreement, will be validly issued, fully paid and non-assessable.
We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Florida and the federal laws of the United States of America, as in effect on the date hereof.
We are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth herein.
We hereby consent to the incorporation by reference of this letter as an exhibit to the Form 8-K being filed in connection with the entry into the Second Amendment to At-The-Market Issuance Sales Agreement and to any and all references to our firm in the Prospectus Supplement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours,<br><br> <br>/s/ Shutts & Bowen LLP |
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