NOTE 10 – SUBSEQUENT EVENTS

On April 3, 2024, the Company received aggregate proceeds of $250,000 related to the sale of 250 shares of Series D Preferred Stock. The Series D Preferred Stock is convertible into Common Stock at a conversion price of $3.00 per share.

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company shall file with the SEC a registration statement covering the resale by the Purchasers of the shares of common stock into which the shares of Series D Preferred Stock are convertible. Subject to certain conditions, the Company must cause the registration statement to be declared effective by 90 days after closing (or in the event of a full review by the SEC, by 120 days). The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. Under the Purchase Agreement, the Company is required to hold a meeting of shareholders at the earliest practical date, but in no event later than 120 days after closing (or 150 days in the event of a review of the proxy statement by the Securities and Exchange Commission (the “SEC”)).

On April 23, 2024, the Company changed the name of its dormant subsidiary “Duos Technologies International, Inc.” to “Duos Edge AI, Inc.”

On April 23, 2024, a holder of our Series D Preferred Stock converted 225 shares of Series D Preferred Stock into 75,000 shares of Common Stock.

On April 30, 2024, two holders of our Series D Preferred Stock converted an aggregate of 350 shares of Series D Preferred Stock into 116,668 shares of Common Stock.

On May 7, 2024, a holder of our Series D Preferred Stock converted 75 shares of Series D Preferred Stock into 25,000 shares of Common Stock.