Form 8-K

8-K — DUOS TECHNOLOGIES GROUP, INC.

Accession: 0001553350-26-000118

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001396536

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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):

August 17, 2026

——————

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.)

6651

Gate Parkway, 4th Floor, 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 7.01. Regulation FD Disclosure.

On August 17, 2026, Duos Technologies Group, Inc. (the “Company”)

issued a press release announcing that two of its project entities have executed five-year hosting service orders with Axe Compute Inc.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information

in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as

expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K includes

forward-looking statements. Forward-looking statements relate to future events and typically address the Company's expected future business

and financial performance. The forward-looking statements in this Current Report on Form 8-K relate to, among other things,

information regarding anticipated timing for the installation, development and delivery dates of our systems; anticipated entry into

additional contracts; anticipated effects of macro-economic factors (including effects relating to supply chain disruptions and

inflation); timing with respect to revenue recognition; trends in the rate at which our costs increase relative to increases in our

revenue; anticipated reductions in costs due to changes in the Company's organizational structure; potential increases in revenue,

including increases in recurring revenue; potential changes in gross margin (including the timing thereof); statements regarding our

backlog and potential revenues deriving therefrom; and statements about future profitability and potential growth of the Company.

Words such as "believe," "expect," "anticipate," "should," "plan," "aim,"

"will," "may," "should," "could," "intend," "estimate," "project,"

"forecast," "target," "potential" and other words and terms of similar meaning, typically identify such

forward-looking statements. Forward-looking statements involve risks and uncertainties and there are important factors that could

cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors

include, but are not limited to, the Company's ability to generate sufficient cash to expand operations, the competitive environment

generally and in the Company's specific market areas, changes in technology, the availability of and the terms of financing, changes

in costs and availability of goods and services, economic conditions in general and in the Company's specific market areas, changes

in federal, state and/or local government laws and regulations potentially affecting the use of the Company's technology, changes in

operating strategy or development plans and the ability to attract and retain qualified personnel. The Company cautions that the

foregoing list of risks, uncertainties and factors is not exclusive. Additional information concerning these and other risk factors

is contained in the Company's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent

Current Reports on Form 8-K, and other filings filed by the Company with the U.S. Securities and Exchange Commission (the

"SEC"), which are available at the SEC's website, http://www.sec.gov. The Company believes its plans, intentions and

expectations reflected in or suggested by these forward-looking statements are based on reasonable assumptions. No assurance,

however, can be given that the Company will achieve or realize these plans, intentions or expectations. Indeed, it is likely that

some of the Company's assumptions may prove to be incorrect. The Company's actual results and financial position may vary from those

projected or implied in the forward-looking statements and the variances may be material. Each forward-looking statement speaks only

as of the date of the particular statement. 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 forward-looking statement is based, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release, dated August 17,

2026

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: August 17, 2026

By:

/s/ Adrian Goldfarb

Adrian Goldfarb

Interim Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99x1.htm · Sequence: 2

Exhibit 99.1

Duos

Technologies Signs Five-Year, 55 MW Hosting Agreements with Axe Compute Valued at Over $500 Million

Record

agreements represent a significant commercial milestone in Duos’ strategy to develop and operate high-density AI infrastructure

JACKSONVILLE, Fla., Aug. 17, 2026 (GLOBE

NEWSWIRE) -- 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 two of its project entities have

executed five-year hosting service orders with Axe Compute Inc. (“Axe Compute”) (Nasdaq: AGPU), a neocloud AI infrastructure

platform delivering dedicated enterprise GPU compute capacity at global scale. The agreements cover an aggregate of 55 megawatts (“MW”)

of total AI facility capacity across multiple U.S. data center sites.

The agreements are valued at over $500 million,

representing aggregate contractual base payments over their initial five-year terms, including annual escalators and excluding electricity

and other usage-based charges. Billing under each agreement is subject to successful completion, ready-for-service testing, and Axe Compute’s

written acceptance of the applicable deployment.

Initial project readiness is targeted to begin

in late 2026 and continue into early 2027, subject to construction, commissioning, performance testing, and Axe Compute’s written

acceptance.

“These executed agreements represent

an important advancement of our AI infrastructure strategy and demonstrate our ability to translate development opportunities into long-term

commercial relationships,” said Doug Recker, Chief Executive Officer of Duos. “Axe Compute brings a clear vision for deploying

high-performance AI capacity at scale. We believe the combination of Axe Compute’s platform and Duos’ infrastructure development

and operating capabilities create a strong foundation for these projects and potential future expansion.”

The agreements reserve an aggregate of 55

MW of total facility capacity for Axe Compute and include renewal options and rights supporting potential future expansion.

"It is a significant milestone in the

growth of Axe Compute's AI infrastructure platform," said Chris Miglino, Chief Executive Officer of Axe Compute. "We align with

partners that can deliver on efficient timeframes at the highest quality for our customers. These projects are being designed around the

density, cooling, and availability requirements of next-generation GPU systems. We look forward to working with Duos to bring this capacity

online and support the growing compute requirements of our customers."

In connection with the hosting agreements,

Duos and Axe Compute have also executed nonbinding term sheets contemplating potential minority investments by Axe Compute in the special-purpose

entities associated with the projects, with Duos expected to maintain majority ownership of those entities. Any such investments remain

subject to definitive documentation, satisfaction of closing conditions, and the respective approval processes of both companies. Neither

company is obligated to complete the contemplated investments unless and until definitive agreements are executed.

The companies are not disclosing the project

locations at this time.

About Duos Technologies Group, Inc.

Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, is focused on providing and managing modular data center

colocation facilities and infrastructure solutions. Through its wholly owned subsidiaries Duos Edge AI, Inc. and Duos Technology Solutions,

Inc., the Company delivers high function computing infrastructure at the “Edge” designed to support high power computing facilities

suitable for AI and Enterprise Computing.

Duos is strategically focused on scaling its

edge data center platforms in conjunction with its data center infrastructure solutions business. It provides manufacturer-agnostic sourcing

and fulfillment services to support efficient deployment of data centers and IT environments. For more information, visit www.duostech.com and www.duosedge.ai.

About Axe Compute

Axe Compute Inc. (Nasdaq: AGPU) is a neocloud

AI infrastructure platform built on a fundamental premise: AI innovation should not be constrained by hardware choice or availability.

The company provides enterprises and AI innovators with dedicated compute through two core offerings: Axe Compute Access, delivering a

wide range of the latest high-performance GPU infrastructure across global locations, and Axe Compute Build, through which Axe Compute

co-engineers, deploys, owns, and operates large-scale, dedicated AI infrastructure worldwide. All solutions are supported by enterprise-grade

SLAs and operational expertise. Axe Compute is headquartered in Pittsburgh, Pennsylvania. For more information, visit axecompute.com.

Forward-Looking Statements

This news release includes forward-looking statements regarding the Company's business prospects that involve substantial risks and uncertainties

that could cause actual results to differ materially. The forward-looking statements in this release relate to, among other things, the

anticipated development, construction, commissioning and operation of the data center projects; expected ready-for-service timing; the

deployment of AI and high-performance computing infrastructure; potential hosting revenue and the timing of its recognition; the ability

of Duos, the project entities and AXE to perform under the hosting service orders; potential expansion capacity; and the negotiation and

completion of definitive agreements relating to contemplated project-level investments.

Words such as "believe," "expect,"

"anticipate," "plan," "aim," "will," "may," "could," "intend," "estimate,"

"project," "forecast," "target," "potential" and other words and terms of similar meaning typically

identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and important factors could cause actual

results to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, construction

and commissioning delays; equipment and supply-chain availability; permitting, utility and site-control matters; the availability and

terms of financing; changes in customer demand; the ability to satisfy contractual acceptance criteria; changes in costs and availability

of goods and services; economic conditions; changes in technology; the negotiation of definitive investment documentation; and other risks

described in the Company's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports

on Form 8-K and other filings with the U.S. Securities and Exchange Commission.

The Company believes its plans, intentions

and expectations reflected in or suggested by these forward-looking statements are based on reasonable assumptions. No assurance can be

given that the Company will achieve or realize these plans, intentions or expectations. Each forward-looking statement speaks only as

of the date of this release. The Company does not undertake or accept any obligation to publicly update or revise any forward-looking

statement, except as required by law.

Contacts

Media

iMiller Public Relations

+1 914-315-6424 | duosedge@imillerpr.com

Investor Relations

Tom Colton and Greg Bradbury

Gateway Group, Inc.

+1 949-574-3860 | DUOT@duostech.com

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