DGLY sets commitment fee: 19.99% stock plus 30% cash from financings

Rhea-AI Filing Summary

Digital Ally, Inc. entered into a First Amendment to its Common Stock Purchase Agreement with an investor effective November 7, 2025. The amendment sets how the Commitment Fee will be paid: a portion in shares of common stock equal to 19.99% of the shares outstanding on September 15, 2025, with the value per share based on the 5-day VWAP ending on the tenth trading day after the later of stockholder approval or the resale registration becoming effective, capped at the full commitment fee and subject to the agreement’s Beneficial Ownership Limitation. The remaining balance of the fee will be paid in cash using 30% of proceeds from subsequent financings, including the purchase agreement.

The company filed the form of this amendment as an exhibit. The structure combines stock and cash components tied to future corporate milestones and financing activity.

Positive

• None.

Negative

• Potential dilution from issuing shares equal to 19.99% of outstanding shares as part of the commitment fee

Insights

Equity Capital Markets Analyst

Amendment sets commitment fee in stock up to 19.99% plus cash from future financings.

The amendment specifies that part of the Commitment Fee will be satisfied in shares equal to 19.99% of shares outstanding on the purchase agreement date, with share valuation based on a 5-day VWAP ending on the tenth trading day after the later of stockholder approval or resale registration effectiveness. It is capped at the full fee and constrained by a Beneficial Ownership Limitation.

The balance of the fee is payable in cash from 30% of proceeds from subsequent financings, including this facility. This links cash outlay to future capital raises, potentially easing immediate liquidity strain while introducing an issuance component tied to corporate milestones.

Actual impact depends on timing of stockholder approval or effectiveness and the scale of subsequent financings. Subsequent filings may provide the effective dates for these triggers.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2025

DIGITAL ALLY, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-33899		20-0064269
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

6366 College Blvd., Overland Park, KS 66211

(Address of Principal Executive Offices) (Zip Code)

(913) 814-7774

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		DGLY		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On November 7, 2025 (the “Effective Date”), Digital Ally, Inc. (the “Company”), entered into the First Amendment to Common Stock Purchase Agreement (the “Amendment”), dated as of September 15, 2025 (the “Purchase Agreement”), with a certain investor (the “Investor”), pursuant to which the Company shall cause the Commitment Fee (as defined in the Purchase Agreement) to be paid to the Investor on the date of the Amendment, which will be paid (i) in shares of Common Stock equal to 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement, with the value per share to be based on the 5-day VWAP ending on the tenth (10th) Trading Day following the later of (1) the date of stockholder approval or (2) the date the Resale Registration Statement (as defined in the Purchase Agreement) is declared effective, provided however, the valuation will be capped at the full commitment fee, and subject to the Beneficial Ownership Limitation (as defined in the Purchase Agreement), and (ii) the balance, in cash using the 30% of the proceeds from any subsequent financings, including the Purchase Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, the form of which is filed as Exhibits 10.1, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Form of First Amendment to Common Stock Purchase Agreement between Digital Ally, Inc. and a certain Purchaser, dated November 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 7, 2025

Digital Ally, Inc.
By:	/s/ Stanton E. Ross
Name:	Stanton E. Ross
Title:	Chairman, President and Chief Executive Officer

FAQ

What did Digital Ally (DGLY) announce?

It amended its Common Stock Purchase Agreement to define how the Commitment Fee will be paid, combining stock and cash components.

How will the commitment fee be paid under the amendment?

In shares equal to 19.99% of shares outstanding on the execution date, valued by a 5-day VWAP with a cap at the full fee, and the balance in cash from 30% of proceeds of subsequent financings.

What pricing method applies to the stock portion for DGLY?

The value per share uses the 5-day VWAP ending on the tenth trading day after the later of stockholder approval or resale registration effectiveness.

What limits the share issuance for DGLY?

A Beneficial Ownership Limitation in the agreement and a cap at the full commitment fee.

When is the amendment effective for DGLY?

Effective on November 7, 2025.

Where can investors find the full terms?

The form of the First Amendment is filed as Exhibit 10.1.