Bleichroeder LP - Mar 22, 2024 Form 4 Insider Report for DUOS TECHNOLOGIES GROUP, INC. (DUOT)

Role: 10%+ Owner
Signature: /s/Michael M. Kellen, Chairman and Co-CEO of Bleichroeder, LP
Stock symbol: DUOT
Transactions as of: Mar 22, 2024
Transactions value $: $1,000,000
Form type: 4
Date filed: 3/25/2024, 05:29 PM
Previous filing: Dec 15, 2023
Next filing: May 13, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DUOT	Series E Convertible Preferred Stock	Purchase	$1M	+1K	+8.7%	$1,000.00^*	12.5K	Mar 22, 2024	Common Stock	333K	$3.00	See footnote (2)	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 22, 2024, each of 21 April Fund, Ltd. and 21 April Fund, LP entered into an agreement (the "Securities Purchase Agreement") with DUOS Technologies Group, Inc. (the "Issuer") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer an aggregate of 1,000 shares of Series E Convertible Preferred Stock at a per share price of $1,000. Each share of Series E Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Articles, conversion of these shares is subject to a Beneficial Ownership Limitation (as defined therein) of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion.
F2	This form is filed by Bleichroeder LP. Bleichroeder LP serves as registered investment adviser to 21 April Fund, Ltd., 21 April Fund, LP and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

Content

On March 22, 2024, each of 21 April Fund, Ltd. and 21 April Fund, LP entered into an agreement (the "Securities Purchase Agreement") with DUOS Technologies Group, Inc. (the "Issuer") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer an aggregate of 1,000 shares of Series E Convertible Preferred Stock at a per share price of $1,000. Each share of Series E Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Articles, conversion of these shares is subject to a Beneficial Ownership Limitation (as defined therein) of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion.

This form is filed by Bleichroeder LP. Bleichroeder LP serves as registered investment adviser to 21 April Fund, Ltd., 21 April Fund, LP and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.