{"url_path":"/sec/duot/8-k/2026-08-11/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":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1396536/0001079973-26-001029-index.html","accession_number":"0001079973-26-001029","cik":"0001396536","ticker":"DUOT","issuer_name":"DUOS TECHNOLOGIES GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1396536/0001079973-26-001029-index.html","primary_entity_key":"0001396536","primary_entity_name":"DUOS TECHNOLOGIES GROUP, INC."},"word_count":400,"has_tables":true,"body_markdown":"** **\n\n****\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\nOn August 5, 2026, Duos Technologies Group, Inc. (the “Company”)\nentered into a Stock Transfer Agreement, effective as of June 30, 2026 (the “Stock Transfer Agreement”), with Sandbank Acosta,\nLLC, a Florida limited liability company (the “Purchaser”), providing for the transfer to the Purchaser of all of the issued\nand outstanding shares of capital stock of the Company’s wholly-owned subsidiary, Duos Technologies, Inc. (“DTI”), the\nCompany’s legacy rail technology business, historically reported as the Company’s Technologies segment (the “Divestiture”).\n\nUnder the Stock Transfer Agreement: (i)\nprior to the closing, the Company contributed all outstanding intercompany balances between the Company and DTI to DTI as a capital\ncontribution; (ii) the Company funded cash into DTI’s accounts in an amount equal to a negotiated target cash amount of\n$3,500,000; and (iii) at the closing, DTI executed and delivered to the Company a promissory note in the principal amount of\n$5,435,403 (the “Note”), bearing simple interest at 5% per annum and payable in full on August 5, 2031, with no penalty\nfor prepayment. The Note is subject to a right of setoff for certain out-of-pocket costs incurred by DTI to complete the\ninstallation and commissioning of rail inspection portals under specified customer contracts, to the extent such costs exceed\nrelated customer payments received during a defined lookback period. The principal amount of the Note was calculated to equal the\nnet asset value of DTI after the $3,500,000 contribution. The Stock Transfer Agreement contains customary representations,\nwarranties, covenants and indemnification provisions.\n\nIn connection with the closing, the Company and the Purchaser also\nentered into (i) a Transition Services Agreement, under which the Company will provide DTI with human resources, payroll and benefits\nadministration, and accounting coordination support through December 31, 2026 on a cost-reimbursement basis plus a 5% handling fee, and\n(ii) an Employee Leasing Agreement, under which the Company will remain the employer of record for certain leased employees providing\nservices to DTI through December 31, 2026, with all allocated employment costs reimbursed by the Purchaser.\n\nThe foregoing descriptions of the Stock Transfer Agreement, the\nNote, the Transition Services Agreement and the Employee Leasing Agreement do not purport to be complete and are qualified in their\nentirety by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3 hereto,\nrespectively, and incorporated herein by reference."}