UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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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):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. ☐
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 2.02 Results of Operations and Financial Condition.
Based on preliminary unaudited fourth quarter results, Duos Technologies Group, Inc. (the “Company”), in its Preliminary Prospectus Supplement filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2026 and in its Prospectus Supplement filed with the Commission on March 2, 2026, reported the following expected select financial results as of and for the year ended December 31, 2025.
Consolidated Statement of Operations (unaudited)
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For the Year Ended December 31, 2025 |
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| Total Revenues | $ | 28,156,000 | ||
| Total Cost of Revenues | (20,242,000 | ) | ||
| Gross Margin | 7,914,000 | |||
| Total Operating Expenses | (17,350,000 | ) | ||
| Loss from Operations | (9,436,000 | ) | ||
| Total Other Expense, net | (72,000 | ) | ||
| Net Loss | $ | (9,508,000 | ) | |
| Basic and Diluted Net Loss Per Share | $ | (0.62 | ) | |
| Weighted Average Shares - | ||||
| Basic and Diluted | 15,284,000 | |||
Consolidated Balance Sheet (unaudited)
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December 31, 2025 |
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| Cash | $ | 15,472,000 | ||
| Property, Plant & Equipment | 26,921,000 | |||
| Total Assets | 70,725,000 | |||
| Contract Liabilities | 12,051,000 | |||
| Debt | — | |||
| Working Capital | 11,016,000 | |||
| Total Stockholders’ Equity | 48,763,000 | |||
Final results as of and for the year ended December 31, 2025 remain subject to audit. This financial information has been prepared on the basis of currently available information.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information provided under Item 2.02 and Item 7.01 of this Current Report on Form 8-K is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| DUOS TECHNOLOGIES GROUP, INC. | ||
| Dated: March 4, 2026 | By: | /s/ Leah F. Brown |
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Leah F. Brown Chief Financial Officer | ||