RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS
Frank Lonegro serves on the Board of Directors and is a member of the Audit, Compensation and Corporate Governance and Nominating Committees. Mr. Lonegro is the Chief Executive Officer of Landstar System, Inc. (“Landstar”), based in Jacksonville, Florida. The Company has previously utilized Landstar for shipping services including transporting large items. Most recently, Landstar was the designated vendor involved in shipping an Edge Data Center to an Amtrak site in Secaucus, New Jersey. Mr. Lonegro was not involved in the selection of his company by the Company, with which there was an existing relationship pre-dating Mr. Lonegro’s appointment to the Board of the Company. Mr. Lonegro did not participate in any Board discussions or votes relating to the selection of Landstar nor approval of the transactions with Landstar. The terms of these transactions were reviewed and approved by the management team. For the six months ended June 30, 2026 and June 30, 2025, the Company expensed zero and $15,785, respectively, on transactions relating to Landstar. At June 30, 2026 and December 31, 2025, the amounts owed were zero and zero, respectively.
Brian James serves on the Board of Directors and is the president of NAT Tech LLC dba National Technologies (“NTI”). The Company has provided equipment to NTI in the normal course of business. For the six months ended June 30, 2026 and June 30, 2025, the Company recognized revenue, net of sales tax, of $100,983 and zero, respectively, on transactions relating to NTI. At June 30, 2026 and December 31, 2025, the amounts due were $56,154 and zero, respectively, and are included in accounts receivable in the accompanying balance sheets.
Kristen Sanderson, Senior Vice President of Duos Technologies Solutions Inc, has a personal relationship with Doug Recker, who joined the Company in April 2024 as President of Duos Edge AI, Inc. and assumed the role of Chief Executive Officer of Duos Technologies Group, Inc. effective April 1, 2026. Ms. Sanderson joined the Company on October 20, 2025, and as of June 30, 2026, reported directly to Mr. Recker.
For the six months ended June 30, 2026, Ms. Sanderson received total compensation of $.
Erich Recker, Vice President of Corporate Communication and Marketing, is the brother of Doug Recker. Mr. Recker joined the Company on April 27, 2026 and as of June 30, 2026, reports to the Company’s current Chief Operating Officer Dipan Patel.
For the six months ended June 30, 2026 Mr. Recker received total compensation of $.
In the fourth quarter of 2022, the Company elected to not renew a support contract with an existing customer due to a change in focus by the Company away from its Integrated Correctional Automation System (“iCAS”) business and the limited amount of revenue expected from that business going forward. On June 29, 2023, the Company completed a transaction whereby it sold assets related to its iCAS business and a recommendation to that customer to engage with the eventual buyer going forward. The transaction was completed with a third-party buyer of which the Company’s then former Chief Financial Officer is a director. The former officer, who was rehired as our CFO in May of 2024 and served in that position through November 15, 2025 (and since June 2026 has been the Interim CFO), did not participate in the transaction on behalf of the Company which was negotiated by the CEO.
In late 2024, Duos engaged with Fortress Investment Group ("FIG") to assist in FIG’s purchase of approximately 850 megawatts of electrical generation capacity (consisting of 30 mobile gas turbine generators) and associated equipment to support their installation and operation ("balance of plant"). In late November 2024, Sawgrass Buyer LLC, an entity formed and owned by FIG, executed an asset purchase agreement with Atlas Corporation, APR Energy Holdings Limited and a number of its wholly-owned affiliates (collectively, "APR"). Chuck Ferry, our former CEO, was formerly the CEO of APR from 2018 to 2020. The transaction closed on December 31, 2024, and Sawgrass Buyer LLC subsequently changed its name to New APR Energy, LLC ("New APR"). At closing, New APR entered into an Asset Management Agreement ("AMA") with the Company under which a substantial portion of Company staff, including certain members of the management team (including Mr. Ferry), oversaw operations of New APR. The AMA had an original two-year term but was cancelled after one year, with residual billings occurring in the first quarter of 2026, and the personnel who supported the AMA were transferred out of the Company, eliminating the related staffing expense. At closing, the Company also received a 5% non-voting equity ownership interest in Sawgrass APR Holdings, LLC ("Sawgrass Parent"), the ultimate parent company of New APR. Certain members of the Company’s management team served in similar positions with New APR in addition to their roles at the Company, including Mr. Ferry, the Company’s Chief Executive Officer through his resignation in March 2026, who also served as Executive Chairman and a member of the Board of New APR, and Christopher King, the Company’s Chief Operating Officer through his resignation in September 2025. Mr. Goldfarb served as an observer on the board of New APR, with no executive role or management responsibilities at that entity, until he resigned as an observer in late 2025. The Company paid 50% of the compensation for Mr. Ferry through March 2026.
As a result of the relationships between Duos Energy Corporation and the FIG related entities described above, Sawgrass Parent and New APR are considered related parties to the Company. In May 2026, substantially all of New APR’s assets were sold to a third party, and the Company realized the value of its 5% interest in Sawgrass Parent, receiving cash distributions of approximately $50.4 million, with an additional $10,013,872 recorded as a holdback receivable – related parties on the accompanying consolidated balance sheet. The remaining AMA-related deferred revenue was fully recognized as of June 30, 2026, and the carrying amount of the Company’s investment in Sawgrass Parent was $0. (See Notes 3, 8, 9, and 11 for related party balances).
In 2024, the Company borrowed $2,200,000 from two lenders that are related parties because together they hold more than 10% of the Company’s voting common stock. In the year ended December 31, 2025, the Company repaid the loan including interest in the amount of $2,388,356.
In August 2026, Duos Technologies Inc was purchased by Sandbank Acosta LLC that is 50% owned by the Interim CFO of Duos Technologies Group, Inc. (See Note 18).
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