As filed with the Securities and Exchange Commission
on October 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUOS TECHNOLOGIES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Florida |
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65-0493217 |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
7660 Centurion Parkway, Suite 100
Jacksonville, FL 32256
(904) 296-2807
(Address of Principal Executive Offices, Including
Zip Code)
2021 Equity Incentive Plan
(Full Title of the Plan)
Adrian G. Goldfarb
Chief Financial Officer
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, FL 32256
(Name and Address of Agent for Service)
(904) 296-2807
(Telephone Number, Including Area Code, of Agent
for Service)
Copies to:
J. Thomas Cookson, Esq.
Shutts & Bowen LLP
200 South Biscayne Boulevard, Suite 4100
Miami, FL 33131
(305) 358-6300
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Securities Exchange Act of 1934:
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| Large accelerated filer ☐ |
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Accelerated filer ☐ |
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| Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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Emerging growth company ☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement (the
“Registration Statement”), on Form S-8 is being filed by Duos Technologies Group, Inc. (the “Company”) for the
purpose of registering 1,500,000 additional shares of its common stock, $0.001 par value per share, issuable under the Duos Technologies
Group, Inc. 2021 Equity Incentive Plan, as amended (the “Plan”). The Company previously filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-8 (File No. 333-258525) with respect to the Plan (the “Prior
Registration Statement”). This Registration Statement relates to the securities of the same class as that to which the Prior Registration
Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities.
In accordance with such instruction, except as otherwise set forth below, the contents of the Prior Registration Statement relating to
the Plan are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which
have been filed with the SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of,
this Registration Statement (excluding any portions of such documents that have been “furnished” but not “filed”
for purposes of the Exchange Act):
| · | The Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, filed April 1, 2024; |
| · | The Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024, filed May 13, 2024; |
| · | The Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2024, filed August 13, 2024; |
| · | The Company’s Current Reports on Form 8-K filed March 25, 2024, April
5, 2024, April 30, 2024, May 17, 2024, June 6, 2024, July 23, 2024 and September 23, 2024; |
| · | The description of the Company’s common stock contained in Exhibit
4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022,
including any amendments or reports filed for the purpose of updating such description. |
All documents, reports, or
definitive proxy or information statements subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents (excluding any
portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act).
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
* Indicates management
contract or compensatory plan or arrangement.
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this Item do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act, that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Jacksonville, State of Florida, on October 9, 2024.
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DUOS TECHNOLOGIES GROUP, INC. |
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By: |
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/s/ Charles P. Ferry |
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Charles P. Ferry |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints CHARLES P. FERRY his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
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Date |
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| /s/ Charles P. Ferry |
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Chief Executive Officer, Director |
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October 9, 2024 |
| CHARLES P. FERRY |
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(Principal Executive Officer) |
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| /s/ Adrian G. Goldfarb |
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Chief Financial Officer |
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October 9, 2024 |
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ADRIAN G. GOLDFARB
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(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Kenneth Ehrman |
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Chairman of the Board |
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October 9, 2024 |
| KENNETH EHRMAN |
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| /s/ Frank A. Lonegro |
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Director |
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October 9, 2024 |
| FRANK A. LONEGRO |
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| /s/ Ned Mavrommatis |
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Director |
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October 9, 2024 |
| NED MAVROMMATIS |
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| /s/ James Craig Nixon |
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Director |
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October 9, 2024 |
| JAMES CRAIG NIXON |
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Exhibit 5.1
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Shutts & Bowen LLP
200 South Biscayne Boulevard
Suite 4100
Miami, FL 33131
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October 9, 2024
Duos Technologies Group, Inc.
7660 Centurion Parkway
Suite 100
Jacksonville, Florida 32256
Re: Registration Statement
on Form S-8
Ladies and Gentlemen:
We have acted as counsel to
Duos Technologies Group, Inc., a Florida corporation (the “Company”), in connection with the preparation and filing
with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 pursuant to
General Instruction E thereunder (the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Act”). The Registration Statement relates to the offering and sale by the Company of up to 1,500,000 shares of the
Company’s Common Stock, par value $0.001 per share (the “Shares”), to be issued pursuant to equity awards (“Awards”)
granted under the Company’s 2021 Equity Incentive Plan, as amended (the “Plan”).
In connection with this opinion
letter, we have examined the Registration Statement and such corporate records, documents, instruments and certificates of public officials
and of the Company that we have deemed necessary for the purpose of rendering the opinions set forth herein. We have also reviewed such
matters of law as we considered necessary or appropriate as a basis for the opinion set forth below.
With your permission, we have
made and relied upon the following assumptions, without any investigation or inquiry by us, and our opinion expressed below is subject
to, and limited and qualified by the effect of, such assumptions: (i) all corporate records furnished to us by the Company are accurate
and complete; (ii) the Registration Statement filed by the Company with the Commission is identical to the form of the document that we
have reviewed; (iii) all statements as to factual matters that are contained in the Registration Statement (including the exhibits to
the Registration Statement) are accurate and complete; (iv) the Company will at all times reserve a sufficient number of shares of its
unissued common stock as is necessary to provide for the issuance of the Shares; and (v) with respect to documents that we reviewed in
connection with this opinion letter, all documents submitted to us as originals are authentic, all documents submitted to us as certified,
facsimile or photostatic copies conform to the originals of such documents, all such original documents are authentic, the signatures
on all documents are genuine, and all natural persons who have executed any of the documents have the legal capacity to do so.
Based upon the foregoing examination,
we are of the opinion that, based upon the assumptions listed above, the Shares when issued and paid for in accordance with the terms
of the Plan (and any Award Agreements issued thereunder) will be duly authorized, validly issued, fully paid and nonassessable.
We express no opinion as to
matters governed by laws of any jurisdiction other than the federal laws of the United States and the laws of the State of Florida. We
neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction. For purposes of this opinion,
we assume that the Awards and Shares will be issued in compliance with all applicable state securities or blue sky laws.
We assume no obligation to
update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after
the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions
expressed above. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied
beyond the opinions expressly so stated. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding
the contents of the Registration Statement, other than as expressly stated herein with respect to the Shares.
This opinion letter is furnished
in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written
consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other
purpose without our prior written consent.
We further consent to your
filing a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such permission, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission
thereunder.
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Sincerely,
/s/ Shutts & Bowen LLP
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Exhibit 23.2
Consent of Independent
Registered Public Accounting Firm
We hereby
consent to the incorporation by reference in the Registration Statement on Form S-8 of Duos Technologies Group, Inc. of our report dated
April 1, 2024 on the consolidated financial statements of Duos Technologies Group, Inc. and Subsidiaries as of December 31, 2023 and
2022 and for each of the two years in the period ended December 31, 2023.
/s/ Salberg &
Company, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
October 9, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Duos Technologies Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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Security
Type | |
Security
Class
Title | |
Fee
Calculation
or Carry
Forward
Rule | |
Amount
Registered(1) | |
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Proposed
Maximum
Offering
Price Per Share | |
Maximum
Aggregate
Offering
Price | |
Fee
Rate | |
Amount
of
Registration
Fee | |
Carry
Forward
Form
Type | |
Carry
Forward
File
Number | |
Carry
Forward
Initial
effective
date | |
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
| Newly Registered Securities | |
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Fees to Be
Paid | |
Equity | |
Common Stock, Par Value $0.001 per share | |
457(c) and 457(h) | |
| 1,500,000 | (2) | |
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$ | 3.25 | (3) | |
$ | 4,875,000 | (3) | |
| 0.0001531 | | |
$ | 746.36 | | |
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| Carry
Forward Securities | |
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Carry
Forward
Securities | |
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Total Offering
Amounts | |
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$ | 746.36 | | |
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Total Fees Previously
Paid | |
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| — | | |
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Total
Fee Offsets | |
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Net
Fee Due | |
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$ | 746.36 | | |
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| (1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered include such indeterminate number of additional shares of common stock as may become issuable after the date hereof as a result of stock splits, stock dividends, anti-dilution adjustments and similar transactions. |
| (2) |
Represents additional shares of common stock reserved for issuance under the Duos Technologies Group, Inc. 2021 Equity Incentive Plan, as amended. |
| (3) |
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low sales prices of the common
stock as reported on the Nasdaq Capital Market on October 9, 2024. |
Table 2: Fee Offset Claims and Sources
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Registrant
or Filer
Name |
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Form
or
Filing
Type |
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File
Number |
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Initial
Filing
Date |
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Filing
Date |
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Fee
Offset
Claimed |
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Security
Type
Associated
with Fee
Offset
Claimed |
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Security
Title
Associated
with Fee
Offset
Claimed |
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Unsold
Securities
Associated
with Fee
Offset
Claimed |
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Unsold
Aggregate
Offering
Amount
Associated
with Fee Offset
Claimed |
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Fee Paid
with Fee
Offset
Source |
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| Rules 457(b) and 0-11(a)(2) |
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| Fee Offset Claims |
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| Fee Offset Sources |
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| Rule 457(p) |
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| Fee Offset Claims |
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| Fee Offset Sources |
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Table 3: Combined Prospectuses
| Security Type |
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Security Class Title |
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Amount of
Securities
Previously
Registered |
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Maximum
Aggregate
Offering Price of
Securities
Previously
Registered |
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|
Form Type |
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|
File Number |
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|
Initial Effective
Date |
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Duos Technologies (NASDAQ:DUOT)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Duos Technologies (NASDAQ:DUOT)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
