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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):
September 5, 2025
——————
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. ☐
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
dated September 10, 2025 |
| 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: September 10, 2025 |
By: |
/s/ Adrian G. Goldfarb |
| |
|
Adrian G. Goldfarb
Chief Financial Officer |
| |
|
