Duos Technologies secures $98.1M GPU financing

Duos Technologies Group, Inc. disclosed that USD.AI has provided $98.1 million of asset-based financing to Duos Edge AI – GPUaaS, LLC, a bankruptcy-remote subsidiary formed to deploy NVIDIA B300 GPUs.

Rhea-AI Filing Summary

Duos Technologies Group, Inc. disclosed that USD.AI has provided $98.1 million of asset-based financing to Duos Edge AI – GPUaaS, LLC, a bankruptcy-remote subsidiary formed to deploy NVIDIA B300 GPUs. The three-year debt facility will be secured by the GPUs and related equipment, with the parent company pledging its equity in the subsidiary but not being liable on the debt except for specified “bad boy” events. The transaction is expected to close after delivery and installation of the GPUs, which is anticipated within about 30 days.

Positive

• $98.1 million asset-based facility provides substantial funding for NVIDIA B300 GPU deployment through a dedicated subsidiary, supporting expansion of the company’s AI infrastructure.
• Bankruptcy-remote, special purpose structure and security limited to GPUs and related equipment confine primary credit risk to the project entity, with the parent company only exposed for specified “bad boy” events.

Negative

• None.

Insights

Credit & capital structure analyst

$98.1M non-recourse GPU financing supports growth with limited parent risk.

The company arranged a three-year, $98.1 million asset-based facility for its Duos Edge AI – GPUaaS, LLC unit to fund deployment of NVIDIA B300 GPUs. The debt is secured by the GPUs and related equipment at this bankruptcy-remote subsidiary.

Structuring the borrower as a special purpose entity and limiting the parent’s exposure to “bad boy” events suggests the financing is largely non-recourse to the main company. This can expand AI infrastructure capacity without placing full balance-sheet liability on the parent.

The facility is expected to close after GPU delivery and installation within roughly 30 days. Future disclosures may clarify utilization, economics of the GPUaaS model, and how this leverage interacts with overall capital structure over the three-year term.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Financing amount: $98.1 million Facility term: three-year debt facility Closing timing: within the next 30 days +1 more

4 metrics

Financing amount $98.1 million Asset-based financing provided by USD.AI to Duos Edge AI – GPUaaS, LLC

Facility term three-year debt facility Duration of USD.AI financing

Closing timing within the next 30 days Expected closing after GPU delivery and installation

Guarantor structure bankruptcy-remote special purpose subsidiary Borrower entity for the GPU financing

Key Terms

asset-based financing, bankruptcy remote special purpose subsidiary, bad boy events, Emerging growth company

4 terms

asset-based financing financial

"The asset-based financing is pursuant to a three-year debt facility"

Asset-based financing is a loan or line of credit that uses a company’s assets—such as accounts receivable, inventory, or equipment—as collateral to secure borrowing. It matters to investors because it affects a company’s access to cash, borrowing cost and financial risk: like using a car title to get a loan, lenders focus on the quality and value of pledged assets rather than just the company’s profits, which changes how fragile or flexible the business can be under stress.

bankruptcy remote special purpose subsidiary financial

"Edge GPU, which is a bankruptcy remote special purpose subsidiary"

bad boy events financial

"will not be liable under the financing, except in the case of certain specified “bad boy” events"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Duos Technologies Group (DUOT) announce in this 8-K?

Duos Technologies Group announced a $98.1 million asset-based financing provided by USD.AI to its subsidiary Duos Edge AI – GPUaaS, LLC. The three-year debt facility supports deployment of NVIDIA B300 GPUs and is secured by the GPUs and related equipment.

Who is providing the $98.1 million financing to Duos Edge AI – GPUaaS, LLC?

The financing is provided by USD.AI, which is supplying $98.1 million to Duos Edge AI – GPUaaS, LLC. This subsidiary of Duos Technologies Group will operate the NVIDIA B300 GPU infrastructure funded by the asset-based debt facility.

How long is the Duos Technologies (DUOT) USD.AI debt facility and what secures it?

The debt facility has a three-year term and is secured by NVIDIA B300 GPUs and related equipment owned by Duos Edge AI – GPUaaS, LLC. This asset-based structure ties repayment primarily to the financed hardware and associated project assets.

Is Duos Technologies Group directly liable for the $98.1 million USD.AI financing?

Duos Technologies Group will pledge its equity in Duos Edge AI – GPUaaS, LLC but will not be liable under the financing, except for specified “bad boy” events. The borrowing entity is a bankruptcy-remote special purpose subsidiary, limiting recourse to project assets.

When is the Duos Technologies USD.AI GPU financing expected to close?

The financing is expected to close after delivery and installation of the NVIDIA B300 GPUs. The company indicates this delivery and installation is anticipated to occur within the next 30 days from the event date described in the filing.

What role will Hydra Host, Inc. play in Duos Technologies’ GPU project?

Hydra Host, Inc. will manage the infrastructure for Duos Edge AI – GPUaaS, LLC’s NVIDIA B300 GPUs. The subsidiary will operate the GPU infrastructure, while Hydra Host provides management services to support the GPU-as-a-service deployment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 08:33 AM Learn about SEC filing dates

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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): June 5, 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. ☐

Item 8.01 Other Events

On June 5, 2026, USD.AI (“USD”) provided $98.1 million of financing to Duos Edge AI – GPUaaS, LLC (“Edge GPU”), a subsidiary of Duos Technologies Group, Inc. (the “Company”). The asset-based financing is pursuant to a three-year debt facility to support the previously-disclosed deployment of NVIDIA B300 GPUs.  The infrastructure will be operated by Edge GPU and managed by Hydra Host, Inc.

The financing will be secured by the GPUs and related equipment owned by Edge GPU, which is a bankruptcy remote special purpose subsidiary.  The Company will pledge its equity interest in Edge GPU, but will not be liable under the financing, except in the case of certain specified “bad boy” events.  The financing is expected to close upon the delivery and installation of the GPUs, which is expected to occur within the next 30 days.

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: June 11, 2026	By:	/s/ F. Douglas Recker
		F. Douglas Recker Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB