Duos Technologies Group Inc. 美股招股说明书（2026年6月17日版）

PROSPECTUS SUPPLEMENT(to Prospectus dated February 12, 2026) Duos Technologies Group, Inc. 2,000,000 Shares of Common StockPre-Funded Warrants to 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 is 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 any (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 base 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. PROSPECTUS SUPPLEMENT 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 securities 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 regarding our shares of common stock, shares of preferred stock, debt securities, warrants, rights, units orany combination of these securities and other information, some of which may not apply to this offering. If information in thisprospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. If any You should read this prospectus supplement, together with the accompanying base prospectus, the documents incorporated byreference in this prospectus supplement and the base prospectus and any free writing prospectus that we have authorized for use inconnection with this offering before making an investment decision. You should also read and consider the information in thedocuments referred to in the sections of this prospectus supplement and the accompanying base prospectus entitled “Where You Can You should rely only on the information contained or incorporated by reference in this prospectus supplement, the baseprospectus, or in any free writing prospectus that we have authorized for use in connection with this offering. We and the underwriters This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein,but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by theactual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for th