Duos Technologies Group (DUOT) sells rail subsidiary, refocuses on edge data center and AI
Rhea-AI Filing Summary
Duos Technologies Group, Inc. completed the sale of its wholly owned rail technology subsidiary, Duos Technologies, Inc. to Sandbank Acosta, LLC under a Stock Transfer Agreement effective June 30, 2026. Before closing, Duos contributed all intercompany balances to DTI as equity and funded $3,500,000 of cash into DTI.
At closing, DTI issued Duos a promissory note for $5,435,403, equal to DTI’s net asset value after the cash contribution, bearing 5% simple interest and maturing on August 5, 2031, with no prepayment penalty and a setoff right tied to certain rail-portal completion costs. Duos will provide transition services and employee leasing support to DTI through December 31, 2026 on a reimbursable basis plus a 5% handling fee.
Sandbank Acosta, LLC is owned 50% by Interim CFO Adrian Goldfarb and 50% by investor Javier G. Acosta, making the divestiture a related party transaction reviewed and approved by Duos’ board. The transaction completes Duos’ exit from the rail technology industry and finalizes its strategic shift toward edge data center and AI infrastructure businesses, with DTI’s historical results to be presented as discontinued operations starting with the Form 10-Q for the quarter ended June 30, 2026.
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8-K Event Classification
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Stock Transfer Agreement regulatory
Transition Services Agreement regulatory
Employee Leasing Agreement regulatory
discontinued operations financial
Railcar Inspection Portals (RIP®) technical
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FAQ
What business did Duos Technologies Group (DUOT) sell in this transaction?
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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 August 5, 2026, Duos Technologies Group, Inc. (the “Company”) entered into a Stock Transfer Agreement, effective as of June 30, 2026 (the “Stock Transfer Agreement”), with Sandbank Acosta, LLC, a Florida limited liability company (the “Purchaser”), providing for the transfer to the Purchaser of all of the issued and outstanding shares of capital stock of the Company’s wholly-owned subsidiary, Duos Technologies, Inc. (“DTI”), the Company’s legacy rail technology business, historically reported as the Company’s Technologies segment (the “Divestiture”).
Under the Stock Transfer Agreement: (i) prior to the closing, the Company contributed all outstanding intercompany balances between the Company and DTI to DTI as a capital contribution; (ii) the Company funded cash into DTI’s accounts in an amount equal to a negotiated target cash amount of $3,500,000; and (iii) at the closing, DTI executed and delivered to the Company a promissory note in the principal amount of $5,435,403 (the “Note”), bearing simple interest at 5% per annum and payable in full on August 5, 2031, with no penalty for prepayment. The Note is subject to a right of setoff for certain out-of-pocket costs incurred by DTI to complete the installation and commissioning of rail inspection portals under specified customer contracts, to the extent such costs exceed related customer payments received during a defined lookback period. The principal amount of the Note was calculated to equal the net asset value of DTI after the $3,500,000 contribution. The Stock Transfer Agreement contains customary representations, warranties, covenants and indemnification provisions.
In connection with the closing, the Company and the Purchaser also entered into (i) a Transition Services Agreement, under which the Company will provide DTI with human resources, payroll and benefits administration, and accounting coordination support through December 31, 2026 on a cost-reimbursement basis plus a 5% handling fee, and (ii) an Employee Leasing Agreement, under which the Company will remain the employer of record for certain leased employees providing services to DTI through December 31, 2026, with all allocated employment costs reimbursed by the Purchaser.
The foregoing descriptions of the Stock Transfer Agreement, the Note, the Transition Services Agreement and the Employee Leasing Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3 hereto, respectively, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 5, 2026, the Company completed the Divestiture, and DTI ceased to be a subsidiary of the Company. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The Purchaser is owned 50% by Adrian Goldfarb, the Company’s Interim Chief Financial Officer and the Managing Member of the Purchaser, and 50% by Javier G. Acosta, a private investor. Accordingly, the Divestiture is a related party transaction. The Divestiture was reviewed and approved by the Company’s Board of Directors. In connection with the closing, the officers and directors of DTI affiliated with the Company resigned from their positions with DTI, except that Mr. Goldfarb resigned as President of DTI but remains as Chairman.
The Divestiture represents the Company’s complete exit from the rail technology industry and the finalization of the strategic shift in the Company’s operations toward its data center infrastructure businesses, including edge data centers and colocation services and technology solutions for data center and digital infrastructure projects. The results of DTI will be reported as discontinued operations in the Company’s consolidated financial statements for all periods presented, beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Item 7.01 Regulation FD Disclosure.
On August 6, 2026, the Company issued a press release announcing the completion of the Divestiture. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 2.1 | Stock Transfer Agreement, entered into on August 5, 2026 and effective as of June 30, 2026, between Duos Technologies Group, Inc. and Sandbank Acosta, LLC* | |
| 10.1 | Form of Seller Promissory Note, dated August 5, 2026, made by Duos Technologies, Inc. in favor of Duos Technologies Group, Inc. (incorporated herein by reference to Exhibit A to the Stock Transfer Agreement) | |
| 10.2 | Transition Services Agreement, dated as of August 5, 2026, between Duos Technologies Group, Inc. and Sandbank Acosta, LLC* | |
| 10.3 | Employee Leasing Agreement, dated as of August 5, 2026, between Duos Technologies Group, Inc. and Sandbank Acosta, LLC* | |
| 99.1 | Press Release dated August 6, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
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: August 11, 2026 | By: | /s/ Frank D. Recker |
|
Frank D. Recker Chief Executive Officer | ||
Exhibit 99.1
Duos Technologies Group Completes Sale of Duos Technologies, Inc. to Sandbank Acosta, LLC
Rail Inspection Technology Pioneer to Operate as an Independent, Privately Held Company Under the DuosTI Brand; Javier Acosta Appointed President
JACKSONVILLE, FL / Globe Newswire / August 6, 2026 - Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT), a leading provider of adaptive, modular, and scalable Edge Data Center solutions, today announced that it has completed the sale of its wholly owned rail technology subsidiary, Duos Technologies, Inc. (“DTI”), to Sandbank Acosta, LLC, a Florida limited liability company. Effective with the closing, DTI operates as an independent, privately held company under the DuosTI brand, led by newly appointed President Javier Acosta.
The transaction, which closed on August 5th, 2026 with effect as of June 30th, 2026, returns Duos’ original operating business to private ownership as a focused railroad technology enterprise. DTI is a pioneer in machine vision and artificial intelligence-based inspection of moving trains and operates the largest installed base of Railcar Inspection Portals (RIP®) in North America, serving major carriers across the United States, Canada and Mexico. The Company believes DTI holds an extensive patent portfolio covering wayside scanning and AI defect detection and maintains the largest image database of railcar components in the world.
“DTI built the technology that put Duos on the map, and its Railcar Inspection Portals remain the standard for AI-driven train inspection in North America,” said Doug Recker, Chief Executive Officer of the Company. “This transaction completes the strategic repositioning we announced earlier this year, placing the rail business with owners who are singularly focused on its growth while allowing Duos to dedicate its full capital and management attention to scaling our Edge Data Center and AI infrastructure platforms. We wish Javier and the DuosTI team every success and look forward to supporting a smooth transition.”
“I had the privilege of leading the commercialization and field deployment of the Railcar Inspection Portal across the United States, Canada and Mexico, and I am honored to return to lead this exceptional team into its next chapter,” said Javier Acosta, President of DTI. “As DuosTI, we return to our roots as a focused railroad technology company. With the largest installed base of inspection portals in North America, a deep patent portfolio and an unmatched image database, we are well positioned to expand the reach of our inspection services for our railroad customers and the broader industry.”
In connection with the closing, Adrian Goldfarb, the Company’s interim Chief Financial Officer, has stepped down as President of DTI, a role he had held since March 2026 to oversee the business and the divestiture process, with Mr. Acosta assuming the office of President. Mr. Goldfarb holds a 50% membership interest in Sandbank Acosta, LLC, and the sale was accordingly reviewed and approved by the Company’s Board of Directors as a related-party transaction, supported by an independent fairness opinion process undertaken in the second quarter of 2026.
The divestiture completes the strategic repositioning announced by Duos in March 2026 and enables the Company to concentrate its resources on its Edge Data Center and AI infrastructure businesses through Duos Edge AI, Inc. and Duos Technology Solutions, Inc. Duos will provide certain transition services to DTI for a period following the closing to support continuity for DTI’s customers and employees.
For additional information about the Company, please visit: www.duostechnologies.com | www.duosedge.ai.
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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 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 market conditions 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
Investor Relations
Tom Colton & Greg Bradbury
Gateway Group, Inc.
+1 949-574-3860 | DUOT@duostech.com