Current Report · Items 1.01, 2.01, 9.01 · 8-K

Duos Technologies Group, Inc.

DUOTNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets

Filed Oct 5, 2026Accepted Oct 5, 2026, 9:25 AM EDTCIK 1396536Accession 0001079973-26-001318

Press release in this filing

Duos Technologies Sells Its GPU-as-a-Service Entity to Axe Compute, Accelerating Its Shift to a Pure-Play AI Colocation Platform →

Company context

Duos Technologies, until recently, was our sole operating entity and is currently being led by our Chief Technology Officer. Its mission is to develop leading edge technologies as Duos has done since its inception. It consists of a dedicated team of developers focused on creating solutions for the transportation industry and has spent much of the past five years focused on building the premier offering for large rail operators. It has been successful in securing 11 patents that cover much of the “best in class” wayside technology offerings.

Current securities

DUOTNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 2.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

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 2.01Item 2.01 - Completion of Acquisition

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.

Get the free weekly BCS email.