Business Context and Reporting Period
Company: Duos Technologies Group, Inc. (DUOT)
Filing Type: Form 8-K (Current Report)
Date of Report: June 17, 2026
Principal Executive Offices: Jacksonville, Florida
Event: Entry into a Material Definitive Agreement for an underwritten registered direct offering.
Key Financial Metrics
This filing details a capital raise rather than operational performance metrics. Specific revenue, profit, or cash flow figures are not provided in this document.
- Gross Proceeds: Approximately $55 million.
- Offering Price: $9.50 per share or Pre-Funded Warrant.
- Securities Issued:
- 2,000,000 shares of Common Stock.
- 3,800,000 Pre-Funded Warrants.
- Underwriters: TD Cowen (Lead Bookrunner) and Cantor (Joint Bookrunner).
- Expected Closing Date: June 18, 2026.
Material Changes and Terms
The primary material change is the execution of an underwriting agreement to raise capital. Key terms include:
- Pre-Funded Warrants: Exercisable immediately at a price of $0.001, subject to adjustment.
- Ownership Limitations: Holders cannot exercise warrants to own more than 4.99% of outstanding shares immediately after exercise. This limit may be increased to 9.99% with at least 61 days' prior written notice.
- Cashless Exercise: Available if no effective registration statement exists at the time of exercise.
- Fundamental Transactions: Holders have rights to receive alternative consideration in the event of a merger or acquisition.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of the offering pursuant to an effective shelf registration statement (File No. 333-293372) filed on February 11, 2026. No specific operational guidance or forward-looking financial projections are included in this text.
Risks and Contingencies:
- Dilution: The issuance of 5.8 million equity-linked securities will result in shareholder dilution.
- Ownership Caps: The 4.99% beneficial ownership limitation may restrict the ability of certain investors to fully exercise their warrants without providing advance notice.
- Net Proceeds: The $55 million figure represents gross proceeds; net proceeds will be lower after deducting underwriting discounts, commissions, and offering expenses.
Investor Verification Checklist
- Verify the final net proceeds after underwriting discounts and expenses are disclosed in the closing press release or subsequent filings.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification clauses and termination rights.
- Confirm the exact number of shares outstanding post-closing to calculate the precise dilution impact of the 5.8 million new securities.
- Check for any lock-up agreements or restrictions on the sale of existing shares by management or major shareholders.
- Monitor the company's use of proceeds as described in the Prospectus Supplement (Exhibit 99.1).