Duos Technologies Group Inc美股招股说明书(2026-06-17版)

Duos Technologies Group, Inc. 2,000,000 Shares of Common StockPre-Funded Warrants toPurchase up to 3,800,000 Shares of Common Stock We are offering shares (“Shares”) of our common stock, par value $0.001 per share, pursuant to this prospectus supplementand the accompanying base prospectus. The public offering price for Shares of our common stock is $9.50 per share. We are also offering to each purchaser of shares that would otherwise result in the purchaser’s beneficial ownershipexceeding 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity topurchase Pre-Funded Warrants (the “Pre-Funded Warrants”) in lieu of shares of common stock. Subject to limited exceptions, a holderof Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with itsaffiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) ofthe number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant isexercisable for one share of our common stock. The purchase price of each Pre-Funded Warrant is equal to the price at which a shareof common stock is sold in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. ThePre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants areexercised in full. The Pre-Funded Warrants and the shares of common stock issuable upon the exercise thereof are being registered onthe registration statement of which this prospectus supplement is a part. Our common stock is listed on The Nasdaq Capital Market under the symbol “DUOT.” On June 12, 2026, the last reportedsales price of our common stock on The Nasdaq Capital Market was $11.68 per share. There is no established trading market for thePre-Funded Warrants, and we do not expect a trading market to develop. We do not intend to list the Pre-Funded Warrants on anysecurities exchange or nationally recognized trading system. Without a trading market, the liquidity of the Pre-Funded Warrants will beextremely limited. (1)See “Underwriting” on page S-16 of this prospectus supplement for additional disclosures regarding underwriting compensationand estimated offering expenses. The purchase of the securities offered through this prospectus supplement involves a high degree of risk. You shouldconsider carefully the risk factors beginning on page S-9 of this prospectus supplement, page8 of the accompanying baseprospectus, and in the documents incorporated by reference herein and therein before purchasing any of the securities offeredby this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. The underwriters expect to deliver the securities against payment on or about June 18, 2026. TD CowenCantor The date of this prospectus supplement is June 17, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3RISK FACTORSS-9USE OF PROCEEDSS-11DIVIDEND POLICYS-12CAPITALIZATIONS-13DILUTIONS-14DESCRIPTION OF SECURITIES WE ARE OFFERINGS-15UNDERWRITINGS-16LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-21INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE1THE COMPANY3RISK FACTORS8SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS18DESCRIPTION OF RIGHTS19DESCRIPTION OF UNITS20PLAN OF DISTRIBUTION21LEGAL MATTERS23EXPERTS23S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. Under this shelf registration statement process, we may from time to time offer to sellup to $250,000,000 of our common stock, preferred stock, debt securities, warrants, rights, units or any combination of these securitiesin one or more transactions, including the shares of common stock and the Pre-Funded Warrants under this prospectus supplement. We provide information to you about this offering in two separate documents that are bound together: (1) this prospectussupplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus dated February 12,2026, which is included in our registration statement on Form S-3 (File No. 333-293372) (the “registration statement”), whichprovides general information regard