Duos Technologies (Nasdaq: DUOT) prices $65M common stock sale
Rhea-AI Filing Summary
Duos Technologies Group, Inc. completed an underwritten public offering of 8,666,666 shares of common stock at $7.50 per share, generating gross proceeds of approximately $65 million.
The company granted the underwriter a 30-day option to buy up to 1,299,999 additional shares at the same price and issued a warrant to purchase 433,334 shares at an exercise price of $9.00 per share, exercisable for five years. Titan Partners Group, a division of American Capital Partners, acted as sole bookrunner. Duos plans to use net proceeds to expand, accelerate, and further commercialize its Edge Data Center business, and for working capital and general corporate purposes.
Positive
- None.
Negative
- None.
Insights
Duos raises $65M via underwritten stock sale, adding cash but increasing share count.
Duos Technologies Group, Inc. completed an underwritten public stock offering, selling 8,666,666 shares at $7.50 each for roughly
The company also granted a 30-day over-allotment option for up to 1,299,999 additional shares and issued an underwriter warrant for 433,334 shares at a
Management states that net proceeds are earmarked to expand, accelerate, and further commercialize its Edge Data Center business and for working capital and general corporate purposes. Actual impact will depend on how effectively this capital is deployed in future periods as described in subsequent company reports.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————
FORM
——————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
——————
(Exact name of registrant as specified in its charter)
——————
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 1.01 Entry Into a Material Definitive Agreement
On February 26, 2026, Duos Technologies Group, Inc. (the “Company”) priced its recently announced public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), for gross proceeds of approximately $65 million. The securities in the Offering 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, and was declared effective on February 12, 2026 (File No. 333-293372), and the base prospectus dated February 12, 2026, as supplemented by the preliminary prospectus supplement filed on February 26, 2026 and a final prospectus supplement filed on March 2, 2026 (the “Prospectus Supplement”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering closed on March 2, 2026.
The Offering was conducted pursuant to an underwriting agreement (the “Agreement”) between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC, as the sole bookrunner (the “Underwriter”), that was entered into on February 26, 2026. Pursuant to the Agreement, the Company sold 8,666,666 shares of Common Stock at a public offering price of $7.50 per share, less underwriting discounts and commissions. The Company also granted the Underwriter a 30-day option (the “Underwriter’s Option”) to purchase up to an additional 1,299,999 shares of Common Stock from the Company at the public offering price, less underwriting discounts and commissions. The Company also agreed to issue to the Underwriter warrants to purchase up to 5% of the number of shares of Common Stock sold in the Offering or pursuant to the Underwriter’s Option that will be exercisable immediately upon issuance for a period of five years from the date of the Agreement, at an exercise price of $9.00 per share. On March 2, 2026, the Company issued to the Underwriter a warrant to purchase up to 433,334 shares of Common Stock in connection with the closing of the Offering. The material terms of the Offering are described in the Registration Statement and the Prospectus Supplement. The Agreement contains customary representations, warranties and agreements of us. The Company also agreed in the Agreement to indemnify the Underwriter against certain liabilities.
The foregoing descriptions of the Agreement and underwriter’s warrant are not complete and are qualified in their entirely by reference to the full text of the Agreement and a form of underwriter’s 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 February 26, 2026, the Company issued two press releases, the first announcing that it had commenced the Offering and the second announcing the pricing of the Offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated February 26, 2026, between Duos Technologies Group, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC. | |
| 4.1 | Form of Underwriter’s 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 February 26, 2026, regarding commencement of the Offering. | |
| 99.2 | Press Release, dated February 26, 2026, regarding pricing of 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: March 2, 2026 | By: | /s/ Leah F. Brown |
|
Leah F. Brown
Chief Financial Officer | ||
Exhibit 99.1
 |
 |
Duos Technologies Group, Inc. Announces Proposed Public Offering of Common Stock
JACKSONVILLE, FL / Globe Newswire / February 26, 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 that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents). The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The Company intends to use the net proceeds from this offering to expand, accelerate, and further commercialize the Company’s Edge Data Center business and for working capital and general corporate purposes.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the proposed offering.
The offering is being 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. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.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, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers, and power consulting. For more information, visit www.duostech.com , www.duosedge.ai and www.duosenergycorp.com.
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
Corporate
Fei Kwong
VP, Investor Relations and Corporate Communications
Duos Technologies Group, Inc. (Nasdaq: DUOT)
+1.904.652.1625 | DUOT@duostech.com
Duos Edge AI
Media Contact
iMiller Public Relations
+1.914.315.6424 | duosedge@imillerpr.com
Exhibit 99.2
| |
|
Duos Technologies Group, Inc. Announces Pricing of $65 Million Public Offering of Common Stock
JACKSONVILLE, FL / Globe Newswire / February 26, 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 the pricing of its underwritten public offering of 8,666,666 shares of its common stock for total gross proceeds of approximately $65 million, before deducting underwriting discounts, commissions, and offering expenses. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,299,999 shares to cover over-allotments at the public offering price. The offering is expected to close on or about March 2, 2026, subject to customary closing conditions.
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.
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the offering.
The offering is being 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. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.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, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers, and power consulting. For more information, visit www.duostech.com , www.duosedge.ai and www.duosenergycorp.com.
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
Corporate
Fei Kwong
VP, Investor Relations and Corporate Communications
Duos Technologies Group, Inc. (Nasdaq: DUOT)
+1.904.652.1625 | DUOT@duostech.com
Duos Edge AI
Media Contact
iMiller Public Relations
+1.914.315.6424 | duosedge@imillerpr.com
FAQ
What did Duos Technologies Group (DUOT) announce in this 8-K filing?
How large is Duos Technologies Group’s new stock offering and at what price?
What over-allotment option did Duos Technologies grant to the underwriter?
What underwriter warrant did Duos Technologies issue in connection with the offering?
How does Duos Technologies plan to use the net proceeds from this offering?
Who acted as bookrunner for Duos Technologies Group’s $65 million offering?
Filing Exhibits & Attachments
8 documentsPress Releases
