DUOS TECHNOLOGIES GROUP, INC.
Items (3)
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 Exhibit Description No. of Exhibit 99.1 Press Release, dated October 5, 2026 ─────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover 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: October 5, 2026 By: /s/ Christopher Christopher DeAlmeida