NOTE 11 – SUBSEQUENT EVENTS

On October 2, 2024, two holders of our Series E Preferred Stock converted an aggregate of 52 shares of Series E Preferred Stock into 19,922 shares of Common Stock.

The Company filed a Registration Statement on Form S-8 covering the additional shares or share equivalents issuable under the 2021 Plan as a result of the amendment approved by shareholders on September 30, 2024. The registration statement was declared effective on October 9, 2024.

On October 8, 2024, two holders of our Series E Preferred Stock converted an aggregate of 73 shares of Series E Preferred Stock into 27,970 shares of Common Stock.

On October 24, 2024, a holder of our Series D Preferred Stock converted 100 shares of Series D Preferred Stock into 33,334 shares of Common Stock.

On October 16, 2024, the Company entered into a Master Lease Agreement (the “Master Lease”) to lease three Edge Data Centers and related equipment (the “Data Centers”) for a term of 66 months beginning November 1, 2024. The Data Centers are expected to be used by Duos Edge AI, Inc., a wholly owned subsidiary of the Company, for the provision of information technology and communications services for users operating in rural areas. The Master Lease provides for monthly payments over 66 months starting December 10, 2024. The first six payments shall each be $3,900.00 (or $1,300.00 per unit). For months seven through 66 (or any portion thereof), the monthly payments shall each be $43,981.38 (or $14,660.46 per unit). The final payment is due June 10, 2030, and upon payment in full of all the payments due under the Master Lease the Company will then purchase the Data Centers for $1.00.

Subsequent to the balance sheet date and through November 13, 2024 the Company issued an aggregate of 279,534 shares of common stock at a weighted average price of $3.92 per share through its At-The-Market (ATM) offering program, generating total net proceeds of approximately $1,062,604.

On November 14, 2024, the Company and Duos Edge AI amended the secured promissory notes dated July 22, 2024 to provide that the funds raised by the Company’s “at the market” facility no longer had to be deposited in a blocked account subject to the lenders’ security interest and used solely to repay the notes. The Company may use such funds for general corporate purposes provided that an amount equal to the sum of all funds raised by the “at the market” facility from and after November 14, 2024 through December 1, 2025 and not deposited in the blocked account must be deposited in the blocked account on or before December 1, 2025.