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): May 13, 2025

——————

Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

——————

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:

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 5.05. Amendments to the Registrant’s Code of Ethics, or Wavier of a Provision of the Code of Ethics

On May 13, 2025, the Board of Directors of Duos Technologies Group, Inc. (the “Company”) adopted a revised Code of Business Conducts & Ethics (the “Revised Code of Ethics”). The Revised Code of Ethics replaced in its entirety the Company’s prior Code of Ethics. The Revised Code of Ethics applies to all directors, officers and employees of the Company.

A copy of the Revised Code of Ethics is attached hereto as Exhibit 14 and is incorporated herein by reference.

Item 8.01 Other Events

Also on May 13, 2025, the Board of Directors of the Company elected James Craig Nixon as the Chairman of the Board. The Board of Directors also made the following committee appointments:

Audit Committee:

Ned Mavrommatis (Chair)

James Craig Nixon

Frank A. Lonegro

Compensation Committee:

James Craig Nixon (Chair)

Ned Mavrommatis

Frank A. Lonegro 

Corporate Governance and Nominating Committee:

Ned Mavrommatis (Chair)

James Craig Nixon

Frank A. Lonegro  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.