Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 9, 2020, Duos Technologies Group, Inc., a Florida corporation (the "Company") filed a Certificate of Amendment to its Articles of Incorporation (the "Charter Amendment") for a 1-for-14 reverse stock split of the Company's common stock (the "Reverse Split"). The Reverse Split will be effective in the marketplace upon approval from the Financial Industry Regulatory Authority (FINRA).

The above description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

The Reverse Split is being implemented by the Company in connection with the Company's application to list its shares of common stock on The NASDAQ Capital Market (the "NASDAQ"). The Reverse Split is intended to fulfill, now or in the future, the stock price requirement for listing on the NASDAQ since the listing requirements include, among other things, that the Company's common stock must be, at the time of listing, $4.00 or higher. There is no assurance that the Company's application to list its shares of common stock on the NASDAQ will be approved.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.




Exhibit
Number    Description
3.1         Certificate of Amendment to Articles of Incorporation, filed January
          9, 2020







                                       2

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