UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

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Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

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6551 Gate Parkway, 4th Floor, Jacksonville, Florida 32256

(Address of Principal Executive Offices) (Zip Code)

(904) 296-2800

(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 1.01 Entry into a Material Definitive Agreement.

On September 30, 2026, Duos Technologies Group, Inc. (the “Company”) entered into an Equity Purchase Agreement with Axe Compute, Inc. (“Axe”) pursuant to which the Company sold 100% of the issued and outstanding membership interests in Duos Edge AI – GPUaaS, LLC (the “SPV”), a Delaware limited liability company, which was wholly-owned by the Company. The SPV’s assets consisted of 288 Supermicro B300 servers (2,304 GPUs) and associated networking equipment (referred to herein as the “cluster”). As consideration, Axe (i) repaid in full the SPV’s pre-existing debt of approximately $87.8 million and (ii) agreed to pay the Company a deferred purchase price of $715,000 per month for a period of 60 months, which must be repaid within the earlier of 12 months following closing of the transaction or the date that Axe or any of its affiliates enters into a loan or other financing secured by the cluster. The transaction closed on September 30, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporated herein by reference.

The Company issued a press release on October 5, 2026 relating to the Equity Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein  by reference.

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.