Duos Technologies Group Inc美股招股说明书(2025-07-23版)

4,789,273 Shares of Common Stock Offered by Selling Stockholders This prospectus relates to the offering and resale by the Selling Stockholders identified herein of up to 4,789,273 shares of commonstock, par value $0.001 per share (the “Common Stock”), of Duos Technologies Group, Inc. (the “Company”) issuable upon theconversion of a total of 12,500 shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E PreferredStock”). In private placements we issued (i) 4,000 shares of Series E Preferred Stock on March 27, 2023, (ii) 7,500 shares of Series EPreferred Stock on November 9, 2023, and (iii) 2,125 shares of Series E Preferred Stock on March 22, 2024. Of the total 13,625 sharesof Series E Preferred Stock issued, 12,500 shares remain outstanding and held by the Selling Stockholders. The conversion price of the Series E Preferred Stock originally was $3.00 per share. The Securities Purchase Agreements pursuant towhich the Company issued the shares of Series E Preferred Stock provided that the Company, through December 31, 2024, could notissue shares of Common Stock, with certain exceptions, at a price per share less than the conversion price of the Series E PreferredStock without the consent of the holders of 66.6% of the outstanding shares of Series E Preferred Stock. The holders of the Series EPreferred Stock consented to the issuance by the Company of shares of Common Stock at $2.61 per share on September 19, 2024, and,in connection therewith, the Company agreed to reduce the conversion price of the Series E Preferred Stock from $3.00 to $2.61. As aresult, the total shares of Common Stock issuable upon conversion of the 12,500 shares of Series E Stock increased from 4,166,667shares to 4,789,273 shares. The Selling Stockholders may from time to time sell, transfer, or otherwise dispose of any or all of the securities in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page 30 of this prospectus for more information. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by theSelling Stockholders. Our Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “DUOT.” On July 7, 2025, the closing priceas reported on the Nasdaq Capital Market was $7.85 per share. This price will fluctuate based on the demand for our Common Stock. The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should read this prospectus and the registrationstatement of which it forms a part before you invest in any securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 22, 2025 TABLE OF CONTENTS Prospectus Summary1The Offering14Summary of Consolidated Financial Information15Risk Factors20Cautionary Note Regarding Forward-Looking Statements26Use of Proceeds27Selling Stockholders28Plan of Distribution30Market for Common Equity and Related Shareholder Matters32Management’s Discussion and Analysis of Financial Condition and Results of Operations32Business48Directors, Executive Officers and Corporate Governance59Executive Compensation64Security Ownership of Certain Beneficial Owners and Management68Certain Relationships and Related Party Transactions69Description of Capital Stock70Interests of Named Experts and Counsel73Where You Can Find More Information73Incorporation of Certain Information by Reference73Index to Consolidated Financial StatementsF-1 This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC” or the“Commission”). By using such a registration statement, the Selling Stockholders may, from time to time, offer and sell shares of ourcommon stock pursuant to this prospectus. It is important for you to read and consider all of our information contained in thisprospectus before making any decision whether to invest in the common stock. You should also read and consider the informationcontained in the documents that we have incorporated by reference as described in “Where You Can Find More Information,” and“Incorporation of Certain Information by Reference” in this prospectus. We and the Selling Stockholders have not authorized anyone to give any information or to make any representations different fromthat which