DUOS TECHNOLOGIES GROUP, INC.

As filed with the Securities and Exchange Commission on July 14, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DUOS TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)

7660 Centurion Parkway, Suite 100

Jacksonville, Florida 33256

(904)652-1637

(Address and telephone number of registrant’s principal executive offices)

Adrian G. Goldfarb

Chief Financial Officer

Duos Technologies Group, Inc.

7660 Centurion Parkway, Suite 100

Jacksonville, Florida 33256

(904)652-1637

*(Name, address. including zip code, and 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, Florida 33131 Tel. No.: (305) 358-6300 Fax No.: (305) 347-7767

Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.¨

Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included in this registration statement is a combined prospectus and also relates to the securities previously registered under the Registrant’s Registration Statement on Form S-1 (File No. 333-273272), Registration Statement on Form S-1 (File No. 333-276327) and Registration Statement on Form S-1 (File No. 333-278649). Accordingly, this registration statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 to each of the foregoing Registration Statements, which post-effective amendments shall hereafter become effective coincidently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

EXPLANATORY NOTE

Duos Technologies Group, Inc., a Delaware corporation (the “Company”), initially filed with the Securities and Exchange Commission (the “SEC”) (i) a Registration Statement on Form S-1 (File No. 333-273272) on July 14, 2023, which was declared, as amended, effective on August 9, 2023 (the “August 2023 Prior Registration Statement”), (ii) a Registration Statement on Form S-1 (File No. 333-276327) on December 29, 2023, which was declared, as amended, effective on February 14, 2024 (the “February 2024 Prior Registration Statement”) and (iii) a Registration Statement on Form S-1 (File No. 333-278649) on April 12, 2024, which was declared effective on April 22, 2024 (the “April 2024 Prior Registration Statement” and, collectively with the August 2023 Prior Registration Statement and the February 2024 Prior Registration Statement, the “Prior Registration Statements”). The Prior Registration Statements collectively registered for resale up to 4,541,668 shares of common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of 13,625 shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”). A total of 12,500 shares of Series E Preferred Stock remain outstanding, which were convertible into 4,166,667 shares of Common Stock at the original conversion price of $3.00.

Pursuant to Rule 429 under the Securities Act, the prospectus included in this registration statement is a combined prospectus and also relates to all the securities registered for resale and remaining unsold under the Prior Registration Statements. Accordingly, this registration statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 to each of the Prior Registration Statements and is being filed to register the resale of up to an additional 622,606 shares of Common Stock issuable upon conversion of the 12,500 shares of Series E Preferred Stock as a result of the decrease in the conversion price thereof to $2.61. Such post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.

Accordingly, this registration statement (i) carries forward from the Prior Registration Statements all the securities registered in the Prior Registration Statements remaining unsold and (ii) registers the resale of up to an additional 622,606 shares of Common Stock issuable upon conversion of the Series E Preferred Stock.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission (“SEC”) is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

DUOS TECHNOLOGIES GROUP, INC.

4,789,273 Shares of Common Stock Offered by Selling Stockholders

This prospectus relates to the offering and resale by the Selling Stockholders identified herein of up to 4,789,273 shares of common stock, par value $0.001 per share (the “Common Stock”), of Duos Technologies Group, Inc. (the “Company”) issuable upon the conversion of a total of 12,500 shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”). In private placements we sold (i) 4,000 shares of Series E Preferred Stock on March 27, 2023, (ii) 7,500 shares of Series E Preferred Stock on November 9, 2023, and (iii) 2,125 shares of Series E Preferred Stock on March 22, 2024. Of the total 13,625 shares of Series E Preferred Stock issued, 12,500 shares remain outstanding and held by the Selling Stockholders.

The conversion price of the Series E Preferred Stock originally was $3.00 per share. The Securities Purchase Agreements pursuant to which the Company issued the shares of Series E Preferred Stock provided that the Company, through December 31, 2024, could not issue shares of Common Stock, with certain exceptions, at a price per share less than the conversion price of the Series E Preferred Stock without the consent of the holders of 66.6% of the outstanding shares of Series E Preferred Stock. The holders of the Series E Preferred Stock consented to the issuance by the Company of shares of Common Stock at $2.61 per share on September 19, 2024, and, in connection therewith, the Company agreed to reduce the conversion price of the Series E Preferred Stock from $3.00 to $2.61. As a result, the total shares of Common Stock issuable upon conversion of the 12,500 shares of Series E Stock increased from 4,166,667 shares to 4,789,273 shares.

The Selling Stockholders may from time to time sell, transfer, or otherwise dispose of any or all of the securities in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 30 of this prospectus for more information.

We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders.

Our Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “DUOT.” On July 7, 2025, the closing price as reported on the Nasdaq Capital Market was $7.85 per share. This price will fluctuate based on the demand for our Common Stock.

The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July __, 2025

TABLE OF CONTENTS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC” or the “Commission”). By using such a registration statement, the Selling Stockholders may, from time to time, offer and sell shares of our common stock pursuant to this prospectus. It is important for you to read and consider all of our information contained in this prospectus before making any decision whether to invest in the common stock. You should also read and consider the information contained in the documents that we have incorporated by reference as described in “Where You Can Find More Information,” and “Incorporation of Certain Information by Reference” in this prospectus.

We and the Selling Stockholders have not authorized anyone to give any information or to make any representations different from that which is contained or incorporated by reference in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Stockholder. Neither the delivery of this prospectus nor any sale made hereunder and thereunder shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof. You should assume that information contained in this prospectus is accurate only as of the date on the front cover hereof. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.