Banking Recap

DUOS TECHNOLOGIES GROUP, INC. Prices Equity Offering for $8.8M

Duos Technologies Group, Inc., a Florida-incorporated technology sector company trading on the Nasdaq Capital Market under the ticker DUOT, amended its existing at-the-market (ATM) common stock sales agreement with Ascendiant Capital Markets, LLC twice in the spring of 2025 to expand the amount of common stock it may sell through the program. The original At-The-Market Issuance Sales Agreement with Ascendiant dated May 17, 2024 authorized sales of up to $7,500,000 of common stock. A First Amendment, entered into on April 14, 2025 and disclosed in an 8-K filed April 15, 2025, increased the capacity by $8,850,000, bringing total program capacity to $16,350,000; a corresponding prospectus supplement for the $8,850,000 increment was filed the same day, April 14, 2025 (424B5). A Second Amendment, entered into on May 27, 2025 and disclosed in an 8-K filed May 29, 2025, then increased the amount of placement shares available under the agreement by $10,500,000, and the company filed a supplement to the April 14 prospectus supplement on May 28, 2025 covering that $10,500,000 tranche.

Deal value

The offering is structured as an at-the-market program under Rule 415(a)(4), meaning shares are sold incrementally over time through Ascendiant acting as sales agent or principal, rather than in a single priced offering; there is accordingly no single IPO-style "pricing" event, gross proceeds figure, or settlement date for the program as a whole. Ascendiant's compensation is up to 3% of gross proceeds on shares sold under the agreement, and Ascendiant is deemed an "underwriter" under the Securities Act for purposes of that compensation, which is treated as an underwriting discount. The company is not obligated to sell any set number of shares, and sales are made at then-prevailing market prices at times and in amounts the company determines in its discretion.

The company disclosed actual utilization of the program in its quarterly reports. During the three months ended March 31, 2025 (prior to either amendment, drawing on the original $7,500,000 tranche), Duos issued 633,683 shares of common stock at a weighted-average price of $6.24 per share through the ATM program, generating gross proceeds of $3,954,940, incurring issuance costs of $137,851, and yielding net proceeds of $3,817,089. During the three months ended June 30, 2025 (following both amendments), the company issued 238,145 shares at a weighted-average price of $7.71 per share, generating gross proceeds of $1,835,874, issuance costs of $55,216, and net proceeds of $1,780,658. The company stated that Q1 2025 ATM gross proceeds were a primary driver of cash provided by financing activities that quarter, partly offset by $1,000,000 in principal repayments on secured promissory notes held by 21 April Fund LP and 21 April Fund Ltd.; those notes had previously required proceeds from the ATM facility to be swept into a blocked account to repay the notes, though the lenders waived that requirement in November 2024, allowing proceeds to be used for general corporate purposes (with amounts still required to be deposited to the blocked account by December 1, 2025).

Both prospectus supplements state that net proceeds are intended for general corporate purposes, including working capital, with no minimum offering amount and broad management discretion over use; no acquisition-specific or debt-retirement-specific use of proceeds is designated for either amendment's incremental capacity. Each prospectus supplement also disclosed illustrative dilution. For the April 14, 2025 supplement, based on a December 31, 2024 net tangible book value of $2,440,724 ($0.27 per share) on 8,921,252 shares outstanding, an assumed sale of the full $8,850,000 at $4.69 per share (the last reported sale price on April 11, 2025) would produce pro forma net tangible book value of $10,808,246, or $1.01 per share, a $0.74 per share increase for existing holders and $3.68 per share of immediate dilution to new investors. For the May 28, 2025 supplement, based on a March 31, 2025 net tangible book value of negative $4,360,716 (negative $0.37 per share) on 11,653,905 shares outstanding, an assumed sale of the full $10,500,000 at $8.46 per share (the last reported sale price on May 23, 2025) would produce pro forma net tangible book value of $5,479,284, or $0.42 per share, a $0.79 per share increase for existing holders and $8.04 per share of immediate dilution to new investors. No over-allotment or greenshoe option applies, as is typical for ATM programs; there is no fixed offering size subject to exercise, only the aggregate dollar capacity under the Sales Agreement as amended.

Legal counsel to the company was Shutts & Bowen LLP, which delivered opinions as to the validity of the shares issuable under the Sales Agreement (filed as Exhibit 5.1 to both the April 15 and May 29, 2025 8-Ks). Ascendiant Capital Markets was separately represented in connection with the offering by Clyde Snow & Sessions, P.C. of Salt Lake City, Utah, as disclosed in the Legal Matters section of the April 14, 2025 prospectus supplement.

The ATM program remains an ongoing, non-firm-commitment facility rather than a completed, discrete transaction; no closing 8-K or final tally of total shares and proceeds raised under the amended capacity has been identified. The deal remains in announced status based on the filings reviewed.

Advisors

issuer

Ascendiant Capital Markets, LLCsales agentview source →

“On April 14, 2025, Duos Technologies Group, Inc. (the "Company") entered into the First Amendment to At-The-Market Issuance Sales Agreement (the "Amendment") with Ascendiant Capital Markets, LLC, as sales agent (the "Agent").”

Ascendiant Capital Markets, LLCsales agentview source →

“On May 27, 2025, Duos Technologies Group, Inc. (the "Company") entered into the Second Amendment to At-The-Market Issuance Sales Agreement (the "Second Amendment") with Ascendiant Capital Markets, LLC, as sales agent (the "Agent").”

Legal advisors

issuer

Shutts & Bowen LLP

“A copy of the opinion of Shutts & Bowen LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.”

Shutts & Bowen LLP

“A copy of the opinion of Shutts & Bowen LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.”

sales agent (Ascendiant Capital Markets, LLC)

Clyde Snow & Sessions, P.C.

“ACM is being represented in connection with this offering by Clyde Snow & Sessions, P.C., Salt Lake City, Utah.”

Treasury yields

3-Month4.25%

2-Year4.81%

10-Year5.13%

30-Year5.42%

Source: U.S. Treasury, daily par yield curve · as of 10/21/2026