The story in a capital raise is rarely the headline number; it is the sentence the company is legally required to put next to it. On June 17, 2026, Duos Technologies Group, Inc. (Nasdaq: DUOT) filed a Form 424B5 prospectus supplement to sell 2,000,000 shares of common stock at a public offering price of $9.50, alongside pre-funded warrants exercisable for up to 3,800,000 additional shares for any buyer that would otherwise cross a 4.99% ownership threshold. By the offering cover's own math, the deal raises up to roughly $51.8 million for the company before expenses, after underwriting discounts and commissions of $0.57 per share, and tallies an aggregate public offering price of $55,096,200 across the shares and warrants. TD Securities (USA) LLC is named as the representative of the underwriters. The Jacksonville, Florida company describes itself in the same document as "a vertically integrated AI infrastructure company" - and that framing is the whole point of the raise.

For investors, though, the line that matters is buried where the company is obliged to put it: in the Dilution discussion. The supplement is unusually blunt about what a buyer is signing up for. Because the $9.50 price sits well above the company's net tangible book value, the filing tells purchasers in plain language exactly how much value they are conceding the moment the trade clears.

"After giving effect to the sale by us of 5,800,000 shares of our common stock (assuming exercise of the Pre-Funded Warrants) at the offering price of $9.50 per share of common stock and Pre-Funded Warrants, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of approximately $(5.03) per share in the net tangible book value of the common stock and Pre-Funded Warrants."- Duos Technologies Group, Inc., Form 424B5, source

Strip the boilerplate and the arithmetic is straightforward. The supplement reports net tangible book value of approximately $106.6 million, or about $3.61 per share, as of March 31, 2026. After the sale of 5,800,000 shares - the figure that assumes every pre-funded warrant is exercised - at $9.50 and net of expenses, as-adjusted net tangible book value rises to roughly $158.2 million, or $4.47 per share. That is an $0.87 bump for existing holders and a $5.03 gap for the new buyer, who pays $9.50 for stock backed by $4.47 of tangible book. The filing also flags that any exercise or conversion of the company's outstanding options, warrants, or preferred stock would push that dilution further. The share-count footnote shows why: against 29,413,196 shares outstanding as of June 12, 2026, the company lists roughly 203,756 option shares, 733,556 warrant shares, 2,323,327 reserved under equity plans, 333,000 from Series D preferred, and 4,789,273 from Series E preferred - all sitting outside the headline count.

What the proceeds are supposed to build

The use-of-proceeds language ties the raise directly to physical AI capacity. The company says it intends to use the net proceeds primarily for power infrastructure investment and site development, including potential acquisition of real estate to support future Edge Data Center deployments; equipment procurement for GPU servers, networking gear, and cooling systems to add megawatts of AI infrastructure; additional megawatt deployment at planned sites in Columbus, Georgia, Amarillo, Texas, and Muscatine, Iowa; and working capital and general corporate purposes. The stated near-term target is 25 megawatts of deployed AI infrastructure capacity. As of the filing date, the company reports it has deployed 15 Edge Data Centers (EDCs) representing roughly 10 MW of operational capacity, and frames the rest of the journey to 25 MW as the growth thesis.

Through its Duos Edge AI subsidiary, the company markets modular, rapidly deployable EDCs aimed at underserved Tier 3 and Tier 4 markets, citing a "patented clean-room modular design," 90-day deployment cycles, N+1 redundant infrastructure, and SOC 2 Type II certification, with the units designed to support localized AI inference and high-performance compute. A complementary unit, Duos Technologies Solutions, provides manufacturer-agnostic sourcing and fulfillment, and the supplement cites master service agreements with data-center operators including NTT Data Centers, DataBank, QTS, and Core Scientific, plus vendor relationships with suppliers such as Schneider Electric, Vertiv, Corning, and CommScope, and a sales pipeline it puts at more than $50 million for 2026-2027.

The disclosure worth reading twice

What gives this filing its texture is the company's own account of how it got here. The supplement describes a business that "has evolved from a technology developer and provider, primarily focused on automated inspection and analytics solutions, toward a broader digital infrastructure platform." In other words, Duos built its software and AI muscle on computer-vision work - the supplement notes the company "designed, developed, and deployed intelligent inspection and analytics solutions utilizing machine vision and artificial intelligence for transportation and logistics applications," the kind of automated railcar-style inspection systems that gave it its edge-compute chops in the first place. It is candid that those legacy lines "are no longer the primary strategic growth driver" and that it has "no further plans to invest in these legacy technologies," and that it may look to monetize them. The Edge Data Center, the filing says, was itself a development that came out of processing large volumes of digital images that could not be handled efficiently in the cloud - the vision business, in effect, gave birth to the infrastructure business now being financed.

There is also a non-trivial wrinkle in the dilution section that a casual reader would miss. The $3.61 net-tangible-book-value figure predates a material event: the supplement notes that on May 26, 2026, the sale of substantially all of the assets of New APR Energy, LLC closed, with the company receiving approximately $50.4 million tied to a 5% non-voting interest (about $9.9 million retained in escrow), producing an estimated gain to equity of roughly $43 million. Had that been reflected as of March 31, the company says net tangible book value would have been about $149.8 million, or roughly $5.07 per share - which would change the dilution picture. The filing presents those adjusted figures "for informational purposes only." That is the honest reading: the disclosed $5.03 dilution rests on a balance-sheet snapshot the company itself flags as already out of date.

None of this is a verdict on whether the raise is wise. The point of a 424B5 is precisely to let buyers price the risk with eyes open, and Duos has put the numbers where the rules require them. For a small-cap reinventing itself from a computer-vision specialist into an edge-AI landlord, the math is the message: roughly $51.8 million of fresh capital before expenses, pointed at GPUs, power, and concrete in Georgia, Texas, and Iowa - paid for, in part, by buyers who are told upfront they are paying about $9.50 for $4.47 of tangible book. Whether the 25 MW platform earns that premium back is a question the next set of filings, not this one, will answer.