As filed with the Securities and Exchange Commission
on July 14, 2023
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 |
(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)
Employee Stock Purchase Plan
(Full Title of the Plan)
Andrew W. Murphy
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. ☐
Part
I
information required in the section 10(a) prospectus
(a) The
documents containing the information specified in Part I of this registration statement on Form S-8 (this “Registration Statement”)
will be delivered to participants in the Employee Stock Purchase Plan as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
(b) Upon
written or oral request, Duos Technologies Group, Inc. (the “Company”) will provide, without charge, the documents incorporated
by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus.
The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants
pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to the address on the cover of this Registration
Statement.
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 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,
2022, filed March 31, 2023;
- The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023,
filed May 15, 2023;
- The Company’s Current Reports on Form 8-K filed January
3, 2023, March
29, 2023, May 19, 2023 and June
28, 2023;
- The Company’s definitive Proxy Statement for its Annual Meeting of Shareholders,
filed April 7, 2023; and
- 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Florida law permits, under
certain circumstances, the indemnification of any person with respect to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which such person was or is a party or is threatened to be made a party,
by reason of his or her being an officer, director, employee or agent of the corporation or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability
incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or agent
acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any such third-party action by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does
not, of itself, create a presumption that the person (i) did not act in good faith and in a manner which he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation or (ii) with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, Florida law permits
indemnification of any person by reason of the fact that such person is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided,
however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no indemnification is made where such person is adjudged liable,
unless a court of competent jurisdiction determines that, despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent that such
person is successful on the merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be
indemnified against expenses actually and reasonably incurred by him or her in connection therewith.
Also, under Florida law,
expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if
he or she is ultimately found not to be entitled to indemnification by the corporation pursuant to the applicable section. Expenses incurred
by other employees and agents may be paid in advance upon such terms or conditions that the Board of Directors deems appropriate.
Our Amended and Restated
Articles of Incorporation provide that we shall indemnify our officers and directors (and other employees and agents if approved in writing
by the Board of Directors) to the fullest extent authorized or permitted by law, as it existed when the Amended and Restated Article of
Incorporation were adopted or as it may thereafter be amended. Such right to indemnification shall continue as to a person who has ceased
to be a director or officer (and, if applicable, other employee or agent) and shall inure to the benefit of his or her heirs, executors
and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, we shall
not be obligated to indemnify any such person (or his or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by our
Board of Directors.
The Amended and Restated
Articles of Incorporation also provide that such right of indemnification shall be a contract right and shall include the right to be
paid by us the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition only upon
our receipt of an undertaking, by or on behalf of such director or officer, to repay such amounts if it should be ultimately determined
that he or she is not entitled to be indemnified by us as authorized by the Amended and Restated Articles of Incorporation.
The rights to indemnification
and to the advance of expenses conferred in the Amended and Restated Articles of Incorporation are not exclusive of any other right which
and person may have or hereafter acquire under the Amended and Restated Articles of Incorporation, the Bylaws, any statute, agreement,
vote of shareholders or disinterested directors or otherwise.
Any repeal or modification
of the applicable provisions of the Amended and Restated Articles of Incorporation shall not adversely affect any rights to indemnification
and to the advancement of expenses as a director or officer existing at the time of such repeal or modification with respect to any acts
or omissions occurring prior to such repeal or modification.
In addition to the authority
granted to us by Florida law to indemnify our directors, certain other provisions of the Florida Business Corporation Act have the effect
of further limiting the personal liability of our directors. Pursuant to Florida law, a director of a Florida corporation cannot be held
personally liable for monetary damages to the corporation or any other person for any act or failure to act regarding corporate management
or policy except in the case of certain qualifying breaches of the director’s duties.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors and officers, or to persons controlling
us, pursuant to our charter documents and Florida law, we have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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 July 14, 2023.
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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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Title |
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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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July 14, 2023 |
CHARLES P. FERRY |
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(Principal Executive Officer) |
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/s/ Andrew W. Murphy |
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Chief Financial Officer |
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July 14, 2023 |
ANDREW W. MURPHY |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Ned Mavrommatis |
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Director |
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NED MAVROMMATIS |
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July 14, 2023 |
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/s/ James Craig Nixon |
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Director |
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JAMES CRAIG NIXON |
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July 14, 2023 |
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/s/ Kenneth Ehrman |
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Chairman of the Board |
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KENNETH EHRMAN |
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July 14, 2023 |
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Exhibit 5.1
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Shutts & Bowen LLP
200 South Biscayne Boulevard
Suite 4100
Miami, Florida 33131
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July 14, 2023
Duos Technologies Group, Inc.
7600 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 (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 1,000,000 shares of the Company’s Common Stock, par value $0.001 per share (the
“Shares”), to be issued pursuant to options (“Options”) granted under the Company’s Employee
Stock Purchase Plan (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.
Duos Technologies Group, Inc.
July 14, 2023
Page 2
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 Option 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 Options 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.
Sincerely,
/s/ Shutts & Bowen, LLP
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 March 31,
2023 on the consolidated financial statements of Duos Technologies Group, Inc. and Subsidiaries as of December 31, 2022 and 2021 and
for each of the two years in the period ended December 31, 2022.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
July 14, 2023
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 |
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Security
Class
Title |
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Fee
Calcula-tion
or Carry
Forward
Rule |
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Amount
Registered(1) |
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Proposed
Maximum
Offering
Price Per Share |
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Maximum
Aggregate
Offering
Price |
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Fee
Rate |
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Amount
of
Registration
Fee |
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Carry
Forward
Form
Type |
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Carry
Forward
File
Number |
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Carry
Forward
Initial
effective
date |
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Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
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Newly Registered Securities |
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Fees to Be
Paid |
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Equity |
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Common Stock, Par Value $0.001 per share |
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457(c) and 457(h) |
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1,000,000 |
(2) |
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$ |
5.98 |
(3) |
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$5,980,000 |
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(3) |
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0.00011020 |
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$ |
659 |
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- |
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- |
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- |
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- |
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Carry Forward Securities |
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Carry
Forward
Securities |
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Total Offering Amounts |
$ 659 |
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Total Fees Previously Paid |
- |
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Total Fee Offsets |
- |
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Net Fee Due |
$ 659 |
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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 common stock reserved for issuance under the Duos Technologies Group, Inc. Employee Stock Purchase Plan. |
(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 July 10, 2023, which date is within five business days prior to the filing
of this registration statement. |
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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