Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

Duos Technologies Group, Inc. (the "Company), on September 19, 2024, issued an aggregate of 344,644 shares of common stock, par value $0.001 per share (the "Common Stock"), upon the exercise by 21 April Fund LP and 21 April Fund Ltd. (collectively, the "21 April Entities") of warrants to purchase 104,647 and 239,997 shares of Common Stock, respectively. In connection with such exercise, the Company and the 21 April Entities agreed to reduce the exercise price of the warrants to $2.61 per share, and to remove any "blocker" or similar provisions in the warrants. The Company received $899,520.84 upon the exercise.

The shares of Common Stock issued upon exercise of the warrants were not registered under the Securities Act of 1933, as amended (the "Securities Act"), but were issued in reliance upon the exception from registration contained in Section 4(a)(2) of the Securities Act and on Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.