{"url_path":"/sec/duot/8-k/2026-06-17/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1396536/0001079973-26-000851-index.html","accession_number":"0001079973-26-000851","cik":"0001396536","ticker":"DUOT","issuer_name":"DUOS TECHNOLOGIES GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1396536/0001079973-26-000851-index.html","primary_entity_key":"0001396536","primary_entity_name":"DUOS TECHNOLOGIES GROUP, INC."},"word_count":608,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive Agreement**\n\n** **\n\n****\n\nOn June 17, 2026, Duos Technologies Group, Inc. (the\n“Company) announced an underwritten registered direct offering (the “Offering”) of 2,000,000 shares of common stock,\npar value $0.001 per share (“the “Common Stock”), and 3,800,00 Pre-Funded Warrants (the “Pre-Funded Warrants”)\nat a price of $9.50 per share or Pre-Funded Warrant for total gross proceeds of approximately $55 million, before deducting underwriting\ndiscounts, commissions and offering expenses. The securities were offered and sold by the Company, pursuant to an effective shelf registration\nstatement on Form S-3, which was initially filed with the Securities and Exchange Commission on February 11, 2026 (File No. 333-293372),\nand the base prospectus dated February 12, 2026, as supplemented by the prospectus supplement dated June 17, 2026 (the “Prospectus\nSupplement”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering\nis expected to close on June 18, 2026.\n\nTD Cowen acted as lead bookrunner on the transaction.\nCantor acted as joint bookrunner on the transaction.\n\n \n\nThe Offering was conducted pursuant\nto an underwriting agreement (the “Agreement”) between the Company and TD Securities USA LLC, as representative of the Underwriters\nnamed therein (the “Underwriters”), that was entered into on June 17, 2026. The Agreement contains customary representations,\nwarranties, and agreements of us. The Company also agreed in the Agreement to indemnify the Underwriters against certain liabilities.\n\nThe material terms of the Offering are described\nin the Registration Statement and the Prospectus Supplement. Each Pre-Funded Warrant has an exercise price of $0.001, subject to adjustment.\nThe Pre-Funded Warrants are exercisable immediately, in whole or in part, provided, that a holder (together with its affiliates) may\nnot exercise any portion of such holder’s Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding\nshares of Common Stock immediately after exercise, except that upon at least 61 days’ prior written notice from the holder, the\nholder may increase or decrease the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Pre-Funded\nWarranty up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage\nownership is determined in accordance with the terms of the Pre-Funded Warrants. If at the time of exercise, there is no effective registration\nstatement registering the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant, the holder may elect to exercise\nthe Pre-Funded Warrant on a cashless basis, as provided therein. In the event of any fundamental transaction, as described in the Pre-Funded\nWarrants, the holder will have the right to receive as alternative consideration, for each share of Common Stock that would have been\nissuable upon exercise immediately prior to such fundamental transaction, the number of shares of the successor or acquiring corporation,\nor the Company, if it is the survivor, and any additional consideration receivable upon or as a result of such transaction by a holder\nof the number of shares of Common Stock for which the Pre-Funded Warrant is exercisable immediately prior to such event.\n\n \n\nThe foregoing descriptions of the Agreement and the Pre-Funded Warrant are not complete and are\nqualified in their entirety by reference to the full text of the Agreement and the form of Pre-Funded Warrant, copies of which are filed\nas Exhibits 1.1 and 4.1, respectively to this Current Report on Form 8-K and are incorporated herein by reference.\n\nThe\nlegal opinion and consent of Shutts & Bowen LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form\n8-K and is incorporated herein by reference."}