STOCK TITAN

Yield Point and Kluger Disclose 9.9% Economic Stake in DGLY

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

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.






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




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




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



Yield Point NY LLC
Signature:/s/ Yield Point NY LLC
Name/Title:Yisroel Ari Kluger, Director
Date:10/06/2025
Yisroel Ari Kluger
Signature:/s/ Yisroel Ari Kluger
Name/Title:Yisroel Ari Kluger
Date:10/06/2025
Exhibit Information

Joint Filing Agreement

FAQ

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.
Digital Ally Inc

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