First Amendment to At-The-Market Issuance Sales Agreement by and between Duos Technologies Group, Inc. and Ascendiant Capital Markets, LLC, dated April 14, 2025

Exhibit 1.2

First Amendment 

At-The-Market Issuance Sales Agreement

This First Amendment to At-The-Market Issuance Sales Agreement (this “Amendment”) is entered into on April 14, 2025 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”) and Duos Technologies Group, Inc., a Florida corporation (the “Company”). Defined terms used herein have the definitions assigned to them in the At-The-Market Issuance Sales Agreement between the parties dated May 17, 2024 (the “Sales Agreement”).

1.                 The amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased by $8,850,000 (combined with the $7,500,000 previously sold results in a total of $16,350,000).

2.                 Other than as set forth herein, the terms and conditions of the Sales Agreement shall remain in full force and effect.

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.

ACCEPTED as of the date first-above written: