DUOS TECHNOLOGIES GROUP, INC.

8-K · duot_8k.htm

0001396536

 2026-06-05
 2026-06-05

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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

  

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 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