Duos Technologies (Nasdaq: DUOT) completes $55M registered direct stock and warrant deal
Rhea-AI Filing Summary
Duos Technologies Group, Inc. has completed an underwritten registered direct offering raising approximately $55 million in gross proceeds. The company sold 2,000,000 shares of common stock and 3,800,000 pre-funded warrants at $9.50 per share or warrant to a single large institutional investor.
Each pre-funded warrant is immediately exercisable at an exercise price of $0.001 per share, subject to a 4.99% ownership cap that can be increased to 9.99% with advance notice. Duos plans to use the net proceeds to expand, accelerate, and further commercialize its Edge Data Center business and for working capital and general corporate purposes.
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Insights
Duos raises $55M in a primary equity and warrant financing.
Duos Technologies completed an underwritten registered direct offering of 2,000,000 common shares and 3,800,000 pre-funded warrants at $9.50 per share or warrant, generating approximately $55 million in gross proceeds from a single large institutional investor.
The pre-funded warrants carry a token exercise price of $0.001 and are immediately exercisable, but include a beneficial ownership cap of 4.99%, adjustable up to 9.99% with 61 days’ notice. This structure allows the investor to build a sizable position while limiting any one-time ownership spike.
The company states that net proceeds will fund expansion and commercialization of its Edge Data Center business, along with working capital and general corporate needs. Actual impact will depend on how effectively Duos deploys this new capital into data center infrastructure and related growth initiatives disclosed in future filings.
8-K Event Classification
Key Figures
Key Terms
underwritten registered direct offering financial
Pre-Funded Warrants financial
shelf registration statement regulatory
Edge Data Center technical
beneficial ownership financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement
On June 17, 2026, Duos Technologies Group, Inc. (the “Company) announced an underwritten registered direct offering (the “Offering”) of 2,000,000 shares of common stock, par value $0.001 per share (“the “Common Stock”), and 3,800,00 Pre-Funded Warrants (the “Pre-Funded Warrants”) at a price of $9.50 per share or Pre-Funded Warrant for total gross proceeds of approximately $55 million, before deducting underwriting discounts, commissions and offering expenses. The securities were offered and sold by the Company, pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on February 11, 2026 (File No. 333-293372), and the base prospectus dated February 12, 2026, as supplemented by the prospectus supplement dated June 17, 2026 (the “Prospectus Supplement”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is expected to close on June 18, 2026.
TD Cowen acted as lead bookrunner on the transaction. Cantor acted as joint bookrunner on the transaction.
The Offering was conducted pursuant to an underwriting agreement (the “Agreement”) between the Company and TD Securities USA LLC, as representative of the Underwriters named therein (the “Underwriters”), that was entered into on June 17, 2026. The Agreement contains customary representations, warranties, and agreements of us. The Company also agreed in the Agreement to indemnify the Underwriters against certain liabilities.
The material terms of the Offering are described in the Registration Statement and the Prospectus Supplement. Each Pre-Funded Warrant has an exercise price of $0.001, subject to adjustment. The Pre-Funded Warrants are exercisable immediately, in whole or in part, provided, that a holder (together with its affiliates) may not exercise any portion of such holder’s Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior written notice from the holder, the holder may increase or decrease the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Pre-Funded Warranty up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. If at the time of exercise, there is no effective registration statement registering the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant, the holder may elect to exercise the Pre-Funded Warrant on a cashless basis, as provided therein. In the event of any fundamental transaction, as described in the Pre-Funded Warrants, the holder will have the right to receive as alternative consideration, for each share of Common Stock that would have been issuable upon exercise immediately prior to such fundamental transaction, the number of shares of the successor or acquiring corporation, or the Company, if it is the survivor, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Pre-Funded Warrant is exercisable immediately prior to such event.
The foregoing descriptions of the Agreement and the Pre-Funded Warrant are not complete and are qualified in their entirety by reference to the full text of the Agreement and the form of Pre-Funded Warrant, copies of which are filed as Exhibits 1.1 and 4.1, respectively to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion and consent of Shutts & Bowen LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On June 17, 2026, the Company issued a press release, related to the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated June 17, 2026, between Duos Technologies Group, Inc. and TD Securities (USA) LLC, as Representative | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Shutts & Bowen LLP | |
| 23.1 | Consent of Shutts & Bowen LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 17, 2026, regarding the Offering. | |
| 104 | Cover Page Interactive Data File (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: June 17, 2026 | By: | /s/ Adrian G. Goldfarb |
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Adrian G. Goldfarb
Interim Chief Financial Officer | ||
EXHIBIT 99.1
Duos Technologies Group Closes $55M Registered Direct Offering
JACKSONVILLE, FL / Globe Newswire / June 17, 2026 - Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) a leading provider of adaptive, modular, and scalable Edge Data Center (“EDC”) solutions, today announced an underwritten registered direct offering of 2,000,000 shares of common stock and 3,800,000 pre-funded warrants at a price of $9.50 per share or warrant for total gross proceeds of approximately $55 million, before deducting underwriting discounts, commissions, and offering expenses.
The registered direct offering was completed by a single large institutional investor, to support the Company's continued growth plans. The net proceeds from the offering will be used to expand, accelerate, and further commercialize the Company’s Edge Data Center business and for working capital and general corporate purposes.
TD Cowen acted as lead bookrunner on the transaction. Cantor acted as joint bookrunner on the transaction.
The public offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-293372) filed with the Securities and Exchange Commission (“SEC”) on February 11, 2026, and declared effective by the SEC on February 12, 2026. The public offering was made only by means of a final prospectus supplement and the accompanying base prospectus that form a part of the registration statement. Copies of the final prospectus supplement and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com .
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Duos Technologies Group, Inc.
Duos Technologies Group, Inc. (Nasdaq:
DUOT), based in Jacksonville, Florida, is focused on providing and managing modular data center colocation facilities and infrastructure
solutions. Through its wholly owned subsidiaries Duos Edge AI, Inc., and Duos Technology Solutions, Inc., the Company delivers high function
computing infrastructure at the “Edge” designed to support high power computing facilities suitable for AI and Enterprise
Computing. Duos is strategically focused on scaling its edge data center platforms in conjunction with its data center infrastructure
solutions business. It provides manufacturer-agnostic sourcing and fulfillment services to support efficient deployment of data centers
and IT environments. Together, these platforms position the Company to address the growing demand for distributed digital infrastructure,
while continuing to support legacy applications in Tier 3 and Tier 4 markets.
For more information, visit www.duostech.com and www.duosedge.ai.
Forward-Looking Statements
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our expectations regarding the completion, terms, size, and timing of the public offering, and with respect to granting the underwriters a 30-day option to purchase additional shares, in addition to our plans, strategies and prospects -- both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you 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-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. All forward-looking statements attributable to Duos Technologies Group, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.
Contacts
Media contact
DUOT@duostech.com
This press release was published by a CLEAR® Verified individual.