Current Report Filing (8-k)
24 August 2022 - 7:01AM
Edgar (US Regulatory)
0001342958
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0001342958
2022-08-23
2022-08-23
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 23, 2022
DIGITAL
ALLY, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-33899 |
|
20-0064269 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
14001
Marshall Drive, Lenexa, KS 66215
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (913) 814-7774
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 (see General Instruction A.2. below):
☐ |
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 exchange on which registered |
Common
stock, $0.001 par value |
|
DGLY |
|
The
Nasdaq Stock Market, LLC |
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.
As
previously disclosed, on January 14, 2021, Digital Ally, Inc., a Nevada corporation (the “Company”) issued to two
accredited investors (the “Investors”) common stock purchase warrants (collectively, the “January 2021 Warrants”)
to purchase up to an aggregate of 10,000,000 shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”), exercisable for at an initial exercise price of $3.25 per share, subject to certain adjustments as provided in the
January 2021 Warrants (the “January 2021 Issuance”). The January 2021 Issuance was disclosed by the Company on a Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 15, 2021.
In
addition, as previously disclosed, on January 27, 2021, the Company issued to the Investors common stock purchase warrants dated February
1, 2021 (collectively, the “February 2021 Warrants”) to purchase up to an aggregate of 14,300,000 shares of Common
Stock. Thereafter, and also as previously disclosed, on August 19, 2021, the Company entered into a Warrant Exchange Agreement with the
Investors cancelling February 2021 Warrants exercisable for an aggregate of 7,681,540 shares of Common Stock in consideration for the
issuance by the Company to the Investors of new common stock purchase warrants (collectively, the “August 2021 Exchange Warrants”)
exercisable for an aggregate of up to 7,681,540 shares of Common Stock, an initial exercise price of $3.25 per share,
subject to certain adjustments as provided in the August 2021 Exchange Warrants. The Company also issued to the Investors common stock
purchase warrants (collectively, the “August 2021 Replacement Warrants”) replacing the February 2021 Warrants for
the remaining shares of Common Stock exercisable thereunder, representing an aggregate of 6,618,460 shares of Common Stock, exercisable
for at an initial exercise price of $3.25 per share, subject to certain adjustments as provided in the August 2021 Replacement Warrants
(the issuance of the August 2021 Exchange Warrants and the August 2021 Replacement Warrants, collectively, the “August 2021
Issuance”). The August 2021 Issuance was disclosed by the Company on a Current Report on Form 8-K filed with the SEC on August
19, 2021.
On
August 23, 2022, the Company entered into an Exchange Agreement (collectively, the “New Warrant Exchange Agreements”)
with each of the Investors, pursuant to which the Company agreed to issue to the Investors an aggregate of 6,075,000 shares of Common
Stock in exchange for the cancellation by the Investors of the January 2021 Warrants, the August 2021 Exchange Warrants and the August
2021 Replacement Warrants. Each of the New Warrant Exchange Agreements provides that, for a period of 60 days, the Company will not issue
shares of Common Stock or securities convertible into shares of Common Stock, or otherwise file any registration statement with respect
to the issuance of such securities, subject in each case to certain exceptions described more fully in the New Warrant Exchange Agreements.
The
foregoing description of each of the New Warrant Exchange Agreements is qualified in its entirety by reference to the full text of the
New Warrant Exchange Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
into this Item 1.01.
Item 3.02. Unregistered Sale of Equity Securities.
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The shares
of Common Stock issued in exchange for the January 2021 Warrants, the August 2021 Exchange Warrants and the August 2021 Replacement Warrants
were issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
The
following documents are filed as exhibits to this report:
Exhibit
No. |
|
Description |
Exhibit
10.1 |
|
Form of Exchange Agreement. |
Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
Date:
August 23, 2022
|
Digital
Ally, Inc. |
|
|
|
|
By:
|
/s/
Stanton E. Ross |
|
Name: |
Stanton
E. Ross |
|
Title: |
Chairman,
President and Chief Executive Officer |
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