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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): December 19, 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
Senior
Secured Convertible Note Financing
On
December 19, 2025, Digital Ally, Inc. (the “Company”) entered into and consummated the subsequent closing (the “Subsequent
Closing”) of the transactions contemplated by a Securities Purchase Agreement, dated as of September 15, 2025 (the “Purchase
Agreement”), between the Company and a certain investor (the “Purchaser”). As previously disclosed, the Company completed
an initial closing of the transactions on September 15, 2025 (the “Initial Closing”).
At
the Subsequent Closing, the Company issued and sold to the Purchaser certain Senior Secured Convertible Notes in the aggregate original
principal amount of $267,500 (the “Notes”) and warrants (the “Warrants”). The Purchase Agreement provided for
seven percent (7%) original interest discount resulting in gross proceeds to the Company of $250,000. Interest on the note is eight percent
(8%). The Warrants are exercisable for an aggregate 147,128 shares at an exercise price of $2.124 per share of the Company’s common
stock, par value $0.001 per share (the “Common Stock”). Subject to applicable limitations as set forth in the Purchase Agreement,
the Warrants have an initial exercise date of December 19, 2025, and a termination date on the five-year anniversary of the initial exercise
date. Other than as described above, the Notes and the Warrants were issued to the Purchaser on the same terms as the Notes and the Warrants
in the Initial Closing.
In
connection with the Subsequent Closing, the Company has set aside an amount equal to three percent (3%) of the gross proceeds received
by the Company from such Subsequent Closing in an escrow account. This arrangement is intended solely to facilitate ongoing negotiations
regarding a potential fee arrangement with a certain third party. Notwithstanding the foregoing, the establishment and maintenance of
such escrow shall not be construed, deemed, or otherwise interpreted as an admission of liability by the Company under any circumstances.
The
Notes are convertible into shares of Common Stock at the election of the Purchaser at any time at a conversion price at a ten percent
(10%) discount to the volume weighted average price in the five (5) day period prior to the date of the Initial Closing (the “Conversion
Price”) per share of Common Stock. The Conversion Price is subject to customary adjustments for stock dividends, stock splits,
reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible,
exercisable or exchangeable for, Common Stock at a price below the then-applicable Conversion Price (subject to certain exceptions).
Subject to certain conditions, including certain equity conditions, the Company may redeem some or all of the then outstanding principal
amount of the Note for cash in an amount equal to one hundred ten percent (110%) of the outstanding principal amount of the Notes.
The
Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries, other than (i) TicketSmarter, Inc.,
which shall grant a second priority security interest, and (ii) Digital Ally Healthcare, Inc. and Nobility Healthcare, LLC, each of which
shall not grant a security interest, and are secured by substantially all of the Company’s assets, as evidenced by (i) a Security
Agreement entered into at the Initial Closing, (ii) a Trademark Security Agreement entered into at the Initial Closing, (iii) a Patent
Security Agreement entered into at the Initial Closing, and (iv) a Guaranty executed by all direct and indirect subsidiaries of the Company,
other than Digital Ally Healthcare, Inc. and Nobility Healthcare, LLC, pursuant to which each of them has agreed to guaranty the obligations
of the Company under the Notes.
The
foregoing summaries provide only a brief description of the Notes, the Warrants, and the Purchase Agreement. The summaries do not purport
to be complete and are qualified in their entireties by the full text of such documents, copies of which are attached as Exhibits 4.1,
4.2, and 10.1, respectively, and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
Notes and the Warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from
registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions
under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The
Notes and the Warrants contain restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered
under the Securities Act, or pursuant to an exemption therefrom.
The
disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any
securities of the Company, and is made only as required under applicable rules for filing current reports with the Securities and Exchange
Commission.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
Friday, December 19, 2025, Digital Ally, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”). There were 719,398 shares of common stock, par value $0.001 per share (the “Common Stock”), represented
in person or by proxy at the Annual Meeting, constituting approximately 37.89% of the outstanding shares of Common Stock on November
10, 2025, the record date for the Annual Meeting (the “Record Date”), and establishing a quorum.
Set
forth below are each of the seven proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal,
as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive
Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on November 24, 2025 and the
supplement to the Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission
on November 28, 2025.
Proposal
One: Election of Four Directors of the Company.
| Name | |
Votes For | | |
Votes Withheld | |
| Stanton E. Ross | |
| 212,996 | | |
| 9,426 | |
| Leroy C. Richie | |
| 212,893 | | |
| 9,529 | |
| D. Duke Daughtery | |
| 212,842 | | |
| 9,580 | |
| Charles M. Anderson | |
| 212,893 | | |
| 9,529 | |
There were 496,976 Broker Non-Votes.
All
nominees were duly elected.
The
Board of Directors of the Company made appointments to its various committees after the Annual Meeting. The members of the Company’s
Audit Committee are Messrs. Richie, Daughtery and Anderson. Mr. Daughtery is the chairman of the Audit Committee. The members of the
Compensation Committee are Messrs. Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Compensation Committee. The members
of the Nominating and Governance Committee are Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Nominating and Governance
Committee.
Proposal
Two: Ratification of the appointment of Victor Mokuolu CPA PLLC as the Company’s independent registered public accounting
firm for the year ending December 31, 2025.
Votes
For |
|
|
Votes
Against |
|
|
Abstain |
|
| |
529,753 |
|
|
|
71,808 |
|
|
|
117,837 |
|
The
appointment of Victor Mokuolu CPA PLLC as the independent registered public accounting firm of the Company for the year ending December
31, 2025 was ratified.
Proposal
Three: Approval of the transactions contemplated by the securities purchase agreement, entered into as of September 15, 2025,
by and between the Company and investors, including, the issuance of 20% or more of our outstanding shares of Common Stock upon (i) conversion
of the senior secured convertible notes due September 15, 2026, and (ii) exercise of the Common Stock Purchase Warrants dated September
15, 2025.
Votes
For |
|
|
Votes
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
| |
200,122 |
|
|
|
19,353 |
|
|
|
2,947 |
|
|
|
496,976 |
|
The
proposal was approved.
Proposal
Four: Approval of the transactions contemplated by the Common Stock purchase agreement, entered into as of September 15, 2025,
as amended by the First Amendment to the Common Stock Purchase Agreement, entered into as of November 7, 2025 (collectively, the “ELOC
Purchase Agreement”), by and between the Company and investors, including, the issuance of 20% or more of our outstanding
shares of Common Stock pursuant to the ELOC Purchase Agreement.
Votes
For |
|
|
Votes
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
| |
200,775 |
|
|
|
18,701 |
|
|
|
2,946 |
|
|
|
496,976 |
|
The
proposal was approved.
Proposal
Five: Approval of the amendment to the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan which increases the number
of shares reserved for issuance under such Plan by 375,000 shares of Common Stock.
Votes
For |
|
|
Votes
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
| |
194,963 |
|
|
|
23,415 |
|
|
|
4,044 |
|
|
|
496,976 |
|
The
proposal was approved.
Proposal
Six: Approval of the non-binding advisory vote on the compensation of our named executive officers.
Votes
For |
|
|
Votes
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
| |
196,440 |
|
|
|
12,606 |
|
|
|
13,376 |
|
|
|
496,976 |
|
The
proposal was approved.
Proposal
Seven: Approval of the non-binding advisory vote on the frequency of the stockholder advisory vote on executive compensation.
Votes
for
One-Year |
|
Votes
for
Two-Years |
|
Votes
for
Three-Years |
|
Abstain |
| 185,952 |
|
8,251 |
|
11,758 |
|
16,461 |
The
advisory (non-binding) vote approved the frequency of voting on executive compensation to be every one year.
5.07(d)
In
accordance with the recommendation of the Company’s Board of Directors, the Company’s stockholders approved, on an advisory
basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive
officers. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company’s named executive
officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer
compensation.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 4.1 |
|
Form of Senior Secured Convertible Note, issued by Digital Ally, Inc., dated December 19, 2025 |
| 4.2 |
|
Form of Warrant issued by Digital Ally, Inc., dated December 19, 2025 |
| 10.1 |
|
Form of Securities Purchase Agreement between Digital Ally, Inc. and a certain Purchaser, dated September 15, 2025, relating to the Notes and Warrants (filed with our Current Report on Form 8-K on September 17, 2025 and incorporated by reference herein). |
| 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:
December 22, 2025
| |
Digital
Ally, Inc. |
| |
|
|
| |
By: |
/s/
Stanton E. Ross |
| |
Name: |
Stanton
E. Ross |
| |
Title: |
Chairman,
President and Chief Executive Officer |
