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):September 5, 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. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
(d) Election of New Director
On September 5, 2025, the Board of Directors (the "Board") of Duos Technologies Group, Inc. (the “Company”) elected Brian J. James as a member of the Board, effective immediately.
The Board determined that Mr. James qualifies as “independent” in accordance with the published listing requirements of NASDAQ. Mr. James has not been appointed to any Board committees at this time.
Mr. James is a proven entrepreneurial business leader with more than two decades of experience building, scaling and advising companies across the fiber and data center industries. Between October 2009 and March 2020 and since May 2024, Mr. James has served as President of NAT Tech LLC (dba National Technologies), a contractor for fiber optic installation, splicing, testing and maintenance. Since March 2020, Mr. James has been the President and Founder of Fiber Data Warehouse LLC (dba Optimal Fiber), a fiber and data material distribution business. Mr. James also has been, since July 2015, the President and Chief Executive Officer of Fiber Connect LLC, a competitive local exchange carrier that owns fiber optic cables between data centers in Northern Virginia and Oregon. In addition, from May 2014 to 2023 (when it was sold), Mr. James was the Co-Founder of BCDC Connect LLC (dba NDC Fiber), which also was a competitive local access carrier, based in Chicago, Illinois.
Mr. James will receive the standard compensation available to non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 14, 2025.
There are no arrangements or understandings between Mr. James and any other person, in each case, pursuant to which Mr. James was elected to serve on the Board. There are no family relationships between Mr. James and any other director or executive officer of the Company and there have been no transactions between Mr. James and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. James's election is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release<br> dated September 10, 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: September 10, 2025 | By: | /s/ Adrian G. Goldfarb |
| Adrian G. Goldfarb<br><br><br><br><br>Chief Financial Officer |
Exhibit 99.1
Duos Technologies Group Appoints Data CenterIndustry Leader to its Board
The appointment of Brian J. James strengthensDuos’ Board with proven data center expertise to support its Edge AI expansion and broader digital infrastructure strategy
JACKSONVILLE, FL / Globe Newswire / September10, 2025 - Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) a provider of intelligent technologies and infrastructure solutions, today announced the appointment of Brian J. James to its Board of Directors.
Mr. James is a proven entrepreneurial business leader with more than two decades of experience building, scaling, and advising companies across the fiber and data center industries. He has founded and led multiple organizations that have supported some of the world’s largest technology companies, including some of the “magnificent 7”, by delivering critical fiber, data center, and edge infrastructure solutions.
Currently the President of NAT Tech LLC dba National Technologies (“NTI”), Mr. James has a strong track record of taking startups to multimillion-dollar enterprises by meeting the growing demands of hyperscale customers and building long-term relationships across the digital infrastructure ecosystem. He has also held board roles at leading companies in fiber and edge data center deployment, including EdgePresence and Hylan Electric, and continues to advise and invest in innovative connectivity and broadband providers.
“Brian’s depth of expertise in the fiber and data center industry makes him an invaluable addition to our Board as we accelerate the expansion of Duos Edge AI,” said Chuck Ferry, CEO of Duos. “His experience building businesses that support some of the world’s largest data center operators will be instrumental as Duos moves deeper into the digital infrastructure vertical and scales its portfolio of Edge Data Centers to serve underserved markets.” Doug Recker, President & Founder of Duos Edge AI said, “the addition of Brian to the Duos Board is a significant milestone in the Company’s development of its data center offerings”.
“I am honored to join the Duos Board at such an exciting time,” said Brian James. “Duos has already established a strong foundation in AI-powered inspection and Edge Data Center deployment. I look forward to supporting Chuck, Doug, and the entire Duos team as we expand into the broader digital infrastructure market and deliver scalable solutions to meet the growing needs for power and connectivity.”
Mr. James’ appointment reflects Duos’ continued commitment to strengthening its leadership team with proven industry executives who can support the Company’s long-term growth strategy across AI, Edge Data Centers, and digital infrastructure solutions.
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.
| <br><br> <br>Contacts | |
|---|---|
| Corporate<br><br> <br>Fei Kwong<br><br> <br>Director, Corporate Communications<br><br> <br>Duos Technologies Group, Inc. (Nasdaq:<br> DUOT)<br><br> 904-652-1625 fk@duostech.com<br><br> <br>**** |