KUST 8-K
Kustom Entertainment, Inc. (KUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 13, 2025, Digital Ally, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the pricing of a firm commitment underwritten public offering (the “Offering”). A copy of the Press Release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
The Company has established a record date of February 14, 2025 with respect to a special meeting of the Company’s stockholders to be held in order to approve certain matters related to the Offering.
| Item 9.01. | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 13, 2025, issued by Digital Ally, Inc. | |
| 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: February 13, 2025
| Digital Ally, Inc. | ||
| By: | /s/ Stanton E. Ross | |
| Name: | Stanton E. Ross | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Digital Ally, Inc. Announces Pricing of $15.0 Million Underwritten Public Offering
LENEXA, KS, February 13, 2025 — Digital Ally, Inc. (Nasdaq: DGLY) (the “Company”), which develops, manufactures, and markets advanced video recording products and other critical safety products for a growing variety of industries and organizational functions, including law enforcement, emergency management, fleet safety and event security, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $15.0 million, before deducting underwriting fees and other estimated offering expenses payable by the Company.
The offering consists of 100,000,000 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A Registered Common Warrant (“Series A Warrant”) to purchase one (1) share of Common Stock per warrant at an exercise price of $0.1875 and (iii) one (1) Series B Registered Common Warrant (“Series B Warrant” and together with the Series A Warrant, the “Warrants”) to purchase one (1) share of Common Stock per warrant at an exercise price of $0.300. The public offering price per Common Unit is $0.15 (or $0.149 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Warrant is $0.1875 per share of Common Stock. The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter. The initial exercise price of each Series B Warrant is $0.300 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Warrants are exercisable following stockholder approval and expire two and one half (2.5) years thereafter. The number of securities issuable under the Series B Warrant is subject to adjustment as described in more detail in the report on Form 8-K to be filed in connection with the offering.
Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Warrants sold in the offering. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Unit (less $0.00001 allocated to each Warrant), less the underwriting discount. The purchase price to be paid per additional Warrant will be $0.00001.
Aggregate gross proceeds to the Company are expected to be approximately $15.0 million. The transaction is expected to close on or about February 14, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. is acting as the sole book-running manager for the offering. Sullivan & Worcester LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.
The Offering is being made pursuant to an effective registration statement on Form S-1 (No. 333-284448) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on February 12, 2025. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at [email protected], or by telephone at +1 (212) 813-1010. Before investing in the Offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such Offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Digital Ally, Inc.
Digital Ally, Inc. (Nasdaq: DGLY) through its subsidiaries, is engaged in video solution technology, human & animal health protection products, healthcare revenue cycle management, ticket brokering and marketing, event production and jet chartering. Digital Ally continues to add organizations that demonstrate the common traits of positive earnings, growth potential, innovation and organizational synergies.
For additional news and information please visit www.digitalally.com.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the closing of the proposed offering, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Stanton
Ross, CEO
Tom Heckman, CFO
Digital Ally, Inc.
913-814-7774
[email protected]