Current Report Filing (8-k)
June 16 2020 - 6:02AM
Edgar (US Regulatory)
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): June 15, 2020 (June 10, 2020)
DIGITAL
ALLY, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-33899
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20-0064269
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9705
Loiret Blvd., Lenexa, KS 66219
(Address
of Principal Executive Offices) (Zip Code)
(913)
814-7774
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
stock, $0.001 par value
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DGLY
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The
Nasdaq Capital Market
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
8.01 Other Events.
On
June 10, 2020, Digital Ally, Inc. (the “Company”), pursuant to the terms of an underwriting
agreement, dated June 8, 2020 (the “Underwriting Agreement”), with Aegis Capital Corp, as representative of the several
underwriters (the “Underwriters”), closed a public offering (the “Offering”)
of 2,325,581 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”),
at public offering price of $2.15 per share, for gross proceeds of 4,999,999.15, before deducting underwriting discounts and other
offering expenses. The Underwriters also fully exercised their over-allotment option, under the terms of the Underwriting
Agreement, to acquire an additional 213,953 shares of Common Stock (the “Option Shares”) at the public offering price,
for additional gross proceeds of $459,998.95, before deducting underwriting discounts and
other offering expenses, which closed concurrently with the sale of the Shares. The
Company intends to use the net proceeds from this Offering for general corporate purposes, including for compliance with certain
Nasdaq continued listing requirements and continued investments in commercialization efforts. The Company may also use a portion
of the net proceeds for the acquisitions of businesses, products, technologies or licenses that are complementary to its business.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on June 8, 2020 with the U.S. Securities and Exchange
Commission (the “SEC”), the Shares and the Options Shares were registered under the Securities Act of 1933, as amended,
pursuant to a prospectus supplement to the Company’s currently effective shelf registration statement on Form S-3 (File
No. 333-225227) (the “Registration Statement”), which was initially filed with the SEC on May 25, 2018, and was declared
effective on June 6, 2018, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus
supplement dated June 8, 2020.
The
Underwriters purchased the Shares and Option Shares from the Company at a price of $1.9995 per share, representing a seven percent
(7%) discount from the public offering price. In
addition, the Company paid the Underwriters’ expenses relating to the Offering, including “road show” expenses,
diligence fees and the fees and expenses of the Underwriters’ legal counsel of $30,000.
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:
June 15, 2020
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Digital
Ally, Inc.
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By:
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/s/
Stanton E. Ross
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Name:
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Stanton
E. Ross
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Title:
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Chairman,
President and Chief Executive Officer
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