Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

On November 23, 2021, Duos Technologies Group, Inc. (the "Company") received from The Nasdaq Stock Market LLC ("Nasdaq") a letter indicating that it is not in compliance with Nasdaq Marketplace Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. On its quarterly report for the period ended September 30, 2021, the Company reported stockholders' equity of $865,221, and, as a result, does not currently satisfy Nasdaq Marketplace Rule 5550(b)(1).

Nasdaq's letter has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other continued listing requirements. Nasdaq's letter provides the Company 45 calendar days, or until January 7, 2022, to submit a plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days from November 23, 2021 to evidence compliance. There can be no guarantee that the Company will be able to regain compliance with the continued listing requirement of Nasdaq Marketplace Rule 5550(b)(1) or that its plan will be accepted by Nasdaq.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on the Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders' equity requirement. The Company intends to submit the compliance plan as soon as practicable.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description of Exhibit
104           Cover Page Interactive Data File (formatted as Inline XBRL and
              contained in Exhibit 101)

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