NOTE 11 – SUBSEQUENT EVENTS

On July 5, 2024, a holder of our Series D Preferred Stock converted 120 shares of Series D Preferred Stock into 40,000 shares of Common Stock.

On July 22, 2024, the Company and Duos Edge AI, Inc. (“Edge”), a wholly owned subsidiary of the Company, entered into secured promissory notes (the “Notes”) with two institutional investors in the Company. Under the Notes, Edge received an aggregate of $2.2 million. The Notes mature on December 31, 2025, and bear interest at the rate of 10% per annum. All principal and accrued interest under the Notes is due and payable on the maturity date. Edge will use the proceeds under the Notes solely to pay for the equipment and any services necessary to complete the installation of its previously announced edge data centers. As security for the Notes, Edge and the Company entered into a Security Agreement (the “Security Agreement”), pursuant to which Edge granted a first priority security interest in the equipment installed at the edge data centers, as well as all revenues from such equipment, and the Company pledged all proceeds from its previously announced “at-the-market” offering of its common stock pursuant to the prospectus dated May 17, 2024. All of the pledged revenues from the equipment and the at-the-market offering will be deposited in a blocked account and used solely to repay the Notes. In connection with the Notes, the Company issued warrants (the “Warrants”) to purchase an aggregate of 300,000 shares of common stock. The Warrants are exercisable at $3.00 per share (subject to adjustment) and expire in five 5 years. In the event the Notes are not paid by the maturity date, the interest rate on the Notes will increase to 18% per annum and the Company will issue additional warrants (with the same terms as the Warrants) to purchase an aggregate of 75,000 shares of common stock for each 30 days that the Notes are not paid after maturity. The Company has guaranteed all of Edge’s obligations under the Notes pursuant to the terms of a Guaranty (the “Guaranty”). The Notes, Security Agreement and Guaranty contain customary representations, warranties, agreements, and indemnification rights and obligations of the parties.

Subsequent to the balance sheet date, in July 2024 the Company issued 27,695 shares of common stock at a weighted average price of $3.04 per share through its At-The-Market (ATM) offering program, generating total net proceeds of approximately $81,495.