Opening the filing
8-K
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2026, Duos Technologies Group, Inc. (the “Company”) entered into an Equity Purchase Agreement with Axe Compute, Inc. (“Axe”) pursuant to which the Company sold 100% of the issued and outstanding membership interests in Duos Edge AI – GPUaaS, LLC (the “SPV”), a Delaware limited liability company, which was wholly-owned by the Company. The SPV’s assets consisted of 288 Supermicro B300 servers (2,304 GPUs) and associated networking equipment (referred to herein as the “cluster”). As consideration, Axe (i) repaid in full the SPV’s pre-existing debt of approximately $87.8 million and (ii) agreed to pay the Company a deferred purchase price of $715,000 per month for a period of 60 months, which must be repaid within the earlier of 12 months following closing of the transaction or the date that Axe or any of its affiliates enters into a loan or other financing secured by the cluster. The transaction closed on September 30, 2026.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 is incorporated herein by reference.
Exhibit 99.1
Duos is now singularly focused on being the colocation landlord.
Duos provides the site, the power, and the colocation services, and is paid for delivering them. The tenant brings and operates the compute equipment. Compute equipment ownership, GPU utilization, and technology refresh sit with the counterparty whose core business that is, while Duos retains what a landlord retains: the asset, the power capacity, the customer relationship, and contracted revenue tied to capacity rather than to hardware cycles.
Duos will continue to serve the customer that was previously contracted for these GPUs at the Columbus, Georgia facility without interruption. Additionally, Duos and the customer have also entered into a revised five-year agreement that is expected to increase the revenue Duos recognizes from the customer over the life of the contract.
Following the closing of the Agreement, Duos will lease the underlying GPU compute capacity from Axe Compute under a capacity supply arrangement rather than owning and financing the equipment itself. Duos will continue to own and operate the colocation facility at Columbus, Georgia and continue to provide scalable power, cooling, security, and managed infrastructure services on which the site runs.
"Selling the GPU fleet sharpens Duos into a pure-play edge data center operator,” said Chris DeAlmeida, Duos CFO. ”We keep the customer and the economics, we shed roughly $98.1 million of prospective equipment debt , and we free the balance sheet to fund sites instead of servers. Our outlook for 2026 is unchanged: full year revenue above $50 million and positive adjusted EBITDA."
Transaction Highlights Sale of the GPUaaS Entity: Axe Compute acquires 100% of the equity interests of the Special Purpose Vehicle GPUaaS Entity, including the GPU clusters and all associated equipment supply obligations.