false
0001396536
0001396536
2026-02-26
2026-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————
FORM 8-K
——————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 26, 2026
——————
Duos Technologies Group, Inc.
(Exact name of registrant as specified in its
charter)
——————
| 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) (Zip
Code)
(904) 296-2807
(Registrant’s telephone number, including
area 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 2.02 Results of Operations
and Financial Condition.
Based
on preliminary unaudited fourth quarter results, Duos Technologies Group, Inc. (the “Company”), in its Preliminary Prospectus
Supplement filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2026 and in its Prospectus
Supplement filed with the Commission on March 2, 2026, reported
the following expected select financial results as of and for the year ended December 31, 2025.
Consolidated Statement of Operations (unaudited)
| |
|
For the Year Ended
December 31,
2025 |
|
| |
|
|
|
| Total Revenues |
|
$ |
28,156,000 |
|
| Total Cost of Revenues |
|
|
(20,242,000 |
) |
| Gross Margin |
|
|
7,914,000 |
|
| Total Operating Expenses |
|
|
(17,350,000 |
) |
| Loss from Operations |
|
|
(9,436,000 |
) |
| Total Other Expense, net |
|
|
(72,000 |
) |
| Net Loss |
|
$ |
(9,508,000 |
) |
| |
|
|
|
|
| Basic and Diluted Net Loss Per Share |
|
$ |
(0.62 |
) |
| |
|
|
|
|
| Weighted Average Shares - |
|
|
|
|
| Basic and Diluted |
|
|
15,284,000 |
|
Consolidated Balance Sheet (unaudited)
| |
|
December 31,
2025 |
|
| |
|
|
|
| Cash |
|
$ |
15,472,000 |
|
| Property, Plant & Equipment |
|
|
26,921,000 |
|
| Total Assets |
|
|
70,725,000 |
|
| Contract Liabilities |
|
|
12,051,000 |
|
| Debt |
|
|
— |
|
| Working Capital |
|
|
11,016,000 |
|
| Total Stockholders’ Equity |
|
|
48,763,000 |
|
Final results as of and for the year ended December
31, 2025 remain subject to audit. This financial information has been prepared on the basis of currently available information.
Item 7.01 Regulation FD Disclosure.
The information
set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information provided under Item 2.02 and Item
7.01 of this Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description of Exhibit |
| 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: March 4, 2026 |
By: |
/s/ Leah F. Brown |
| |
|
Leah F. Brown Chief Financial Officer |
| |
|
