Digital Ally, Inc. received a joint Schedule 13G from Yield Point NY LLC and Yisroel Ari Kluger disclosing potential beneficial ownership of 191,722 shares of common stock, representing 9.9% of the 1,727,421 shares outstanding as of October 2, 2025. The reported position arises from a combination of 476,569 warrants and a senior secured convertible note with a principal of approximately $806,451, the economic interaction of which is limited by "Blocker" provisions that cap beneficial ownership at 9.99%.
The filing clarifies that Yield Point holds the instruments directly and Mr. Kluger, as director of Yield Point, has shared voting and disposition power over the 191,722 shares; Mr. Kluger does not directly own the shares. The Reporting Persons state the holdings were not acquired to change or influence control and have executed a joint filing agreement.
Positive
Clear disclosure of instruments (warrants and convertible note) and the resulting capped beneficial ownership of 191,722 shares
Blocker provisions limit ownership to under 9.99%, reducing chance of sudden control shift
Negative
Potential dilution exists because warrants for 476,569 shares and the convertible note could convert/exercise subject to Blockers
Shared voting power means influence is present but not unilateral, which can complicate coalition dynamics
Insights
Position is a near-10% capped economic stake via convertible instruments.
The disclosed stake of 191,722 shares equals 9.9% of the 1,727,421 share base, calculated from outstanding shares as of October 2, 2025. Ownership derives from warrants for 476,569 shares plus a convertible note (principal ~$806,451) whose combined exercise/conversion is constrained by 9.99% Blocker provisions.
Key dependencies are the issuer's outstanding share count and enforcement of the Blocker terms; monitor any changes in share count or amendments to the instruments which would alter the percent ownership near term.
Voting and disposition powers are shared, not sole, and tied to Yield Point governance.
The filing reports 0 shares of sole voting or dispositive power and 191,722 shares of shared voting/dispositive power for both Yield Point and Mr. Kluger, reflecting Yield Point's direct holding and Mr. Kluger's role as director. Mr. Kluger is therefore deemed a beneficial owner under Rule 13d-3 despite lacking direct ownership.
Certain governance implications follow if conversion/exercise occurs; investors should note that voting influence is collective rather than unilateral and any proxy contests or control-related actions would be affected by the 9.9% stake and the Reporting Persons' certification that the position is not intended to change control.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Digital Ally, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
25382T408
(CUSIP Number)
10/03/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
25382T408
1
Names of Reporting Persons
Yield Point NY LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
191,722.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
191,722.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
191,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage are based on 1,727,421 outstanding shares of common stock, par value $0.001 per share, of the issuer (the ''Common Stock'') as of October 2, 2025, as verified with the issuer. Beneficial ownership consists of an aggregate of 191,722 shares of Common Stock issuable in any combination upon (i) exercise of certain common stock purchase warrants (the ''Warrants'') held directly by the reporting person, which exercises are subject to a 9.99% beneficial ownership limitation provision (''Blocker''), and (ii) conversion of a senior secured convertible note in the principal aggregate amount of approximately $806,451 (the ''Note'') held directly by the reporting person, which conversions are subject to a Blocker.
SCHEDULE 13G
CUSIP No.
25382T408
1
Names of Reporting Persons
Yisroel Ari Kluger
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
191,722.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
191,722.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
191,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 1,727,421 shares of Common Stock outstanding as of October 2, 2025, as verified with the issuer. Beneficial ownership consists of an aggregate of 191,722 shares of Common Stock issuable in any combination upon (i) exercise of the Warrants held indirectly by the reporting person, which exercises are subject to a Blocker, and (ii) conversion of the Note held indirectly by the reporting person, which conversions are subject to a Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Digital Ally, Inc.
(b)
Address of issuer's principal executive offices:
6366 College Blvd., Overland Park, KS, 66211
Item 2.
(a)
Name of person filing:
(i) Yield Point NY LLC, a New York limited liability company ("Yield Point"); and
(ii) Yisroel Ari Kluger ("Mr. Kluger").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
477 Madison Avenue, 24th Floor, New York, NY 10022.
(c)
Citizenship:
Yield Point is a New York limited liability company. Mr. Kluger is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
25382T408
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 1,727,421 shares of Common Stock outstanding as of October 2, 2025, as verified with the issuer. Yield Point holds (i) Warrants exercisable for up to 476,569 shares of Common Stock, which exercises are subject to a Blocker, and (ii) the Note, conversions of which are subject to a Blocker.
Due to the interaction between the Blockers in the Warrants and the Note, Yield Point may exercise the Warrants for and/or convert the Notes into, in any combination, an aggregate of 191,722 shares of Common Stock, as a result of the triggering of the applicable Blockers, each of which prohibits Yield Point from exercising the Warrants for, or converting the Notes into, shares of Common Stock if, as a result of such exercise or conversion, Yield Point, together with its affiliates and any persons acting as a group together with Yield Point or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise or conversion.
Consequently, Yield Point is the beneficial owner of 191,722 shares of Common Stock (the "Shares"). Yield Point has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by Mr. Kluger, the director of Yield Point. Mr. Kluger, as the director of Yield Point, has shared power to vote and/or dispose of the Shares beneficially owned by Yield Point. Mr. Kluger does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Kluger may be deemed to beneficially own the Shares beneficially owned by Yield Point.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Yield Point: 0.00
(B) Mr. Kluger: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Yield Point: 191,722.00
(B) Mr. Kluger: 191,722.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Yield Point: 0.00
(B) Mr. Kluger: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Yield Point: 191,722.00
(B) Mr. Kluger: 191,722.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Yield Point NY LLC report in Digital Ally (DGLY)?
Yield Point reports beneficial ownership of 191,722 shares, representing 9.9% of the outstanding common stock based on 1,727,421 shares as of October 2, 2025.
How is the reported 191,722 share figure calculated for DGLY?
The amount reflects the maximum combination of exercises of 476,569 warrants and conversion of a senior secured convertible note (~$806,451) constrained by 9.99% Blocker provisions.
Does Mr. Yisroel Ari Kluger directly own the disclosed shares of DGLY?
No. Mr. Kluger does not directly own the shares; he has shared voting and dispositive power as director of Yield Point and thus may be deemed a beneficial owner under Rule 13d-3.
Are the Reporting Persons planning to change or influence control of Digital Ally?
They certify the securities were not acquired and are not held for the purpose of changing or influencing control, other than activities solely related to a nomination under applicable rules.
What limits future exercises or conversions by Yield Point in DGLY?
The Warrants and the Note contain Blocker provisions that prohibit exercises/conversions that would cause beneficial ownership to exceed 9.99% of outstanding common stock.
