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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 19, 2024 (August 23, 2024)
DIGITAL
ALLY, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-33899 |
|
20-0064269 |
(State
or other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
14001
Marshall Drive, Lenexa, KS 66215
(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 |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
stock, $0.001 par value |
|
DGLY |
|
The
Nasdaq Capital Market LLC |
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:
☐ |
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)) |
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 September 22, 2023, a trust (the “Trust”), the beneficiaries of which are the Chief Executive Officer
of TicketSmarter, Inc. (“TicketSmarter”), a subsidiary of Digital Ally, Inc., and his spouse, contributed cash in the amount
of $2,325,000 to TicketSmarter to support the TicketSmarter’s operations. The transaction was recorded as a related party note
payable (the “TicketSmarter Related Party Note”).
On
August 19, TicketSmarter entered into an amendment to the TicketSmarter Related Party Note (the “Amendment”) by and between
TicketSmarter and the Trust. Pursuant to the Amendment, from and after the date of the Amendment, the principle and accrued interest
on the TicketSmarter Related Party Note shall be paid in full by December 31, 2025 as follows: Payments of principal and accrued interest
from the date of the original TicketSmarter Related Party Note dated September 22, 2023 at 13.25% interest shall be paid by TicketSmarter
to the Trust on the outstanding principal balance in weekly principal payments of $54,000 each, together with accrued interest, commencing
on January 2, 2025 and continuing on the second business day of each week for 50 weeks until the principal is paid in full, without notice
or demand. Any outstanding principal or interest will be paid in full by December 31, 2025. Pursuant to the Amendment, TicketSmarter
and the Trust agreed that there has been, and there is currently, no event of default under the TicketSmarter Related Party Note and
that the interest rate of 13.25% per annum remains in full force and effect from the date of the original TicketSmarter Related Party
Note, September 22, 2023.
Except
as stated above, the Amendment does not result in any other substantive changes to the TicketSmarter Related Party Note.
A
copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the
foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
10.1 |
|
Amendment. |
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, 2024
|
Digital
Ally, Inc. |
|
|
|
|
By: |
/s/
Stanton E. Ross |
|
Name: |
Stanton
E. Ross |
|
Title: |
Chairman
and Chief Executive Officer |
Exhibit
10.1
AMENDMENT
TO THE PROMISSORY NOTE
THIS
AMENDMENT TO THE PROMISSORY NOTE (this “Agreement”), dated as of August 19, 2024, by and between TicketSmarter,
Inc., a Nevada corporation (the “Borrower”), having an office at 14001 Marshall Drive, Lenexa, KS 66215, and
the Jeff Goodman and Heather Goodman Joint Revocable Trust (“Lender”), having an address of 11901 W. 168th
Street, Overland Park, Kansas 66221.
WHEREAS,
Borrower executed and delivered a Note dated as of September 22, 2023 for the benefit of Lender in the original principal amount of $2,700,000.00
(the “Note”); and
WHEREAS,
Lender and Borrower desire to amend the Note as set forth herein.
NOW,
THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:
| 1. | All
capitalized terms not otherwise defined herein shall have the respective meanings set forth
in the Note. |
| 2. | From
and after the date hereof, the principle and accrued interest on the Note shall be paid in
full by December 31, 2025, based on the schedule set forth in Paragraph 4 below. Any
outstanding principal or interest will be paid in full by December 31, 2025. |
| 3. | That
the following language in the Note shall be deleted in its entirety and is replaced by the
provision set forth in Paragraph 4, below: |
“This
Promissory Note (the “Note”) shall be due and payable as follows:
Payments
of principal and accrued interest shall be paid by Borrower to Lender on the outstanding principal balance in weekly principal payments
of Fifty-Four Thousand and No/100 Dollars ($54,000.00) each, together with accrued interest, commencing on January 2, 2024 and
continuing on the second business day of each week for Fifty (50) weeks until the principal is paid in full, without notice or demand.”
| 4. | The
following provision is hereby added to the Note, replacing the deleted provision set forth
in Paragraph 3, above: |
“This
Promissory Note (the “Note”) shall be due and payable as follows:
Payments
of principal and accrued interest from the date of the original Note dated September 22, 2023 at 13.25% interest shall be paid by Borrower
to Lender on the outstanding principal balance in weekly principal payments of Fifty-Four Thousand and No/100 Dollars ($54,000.00)
each, together with accrued interest, commencing on January 2, 2025 and continuing on the second business day of each week for Fifty
(50) weeks until the principal is paid in full, without notice or demand.”
| 5. | Borrower
and Lender agree that there has been, and there is currently, no Event of Default under the
Note and that the interest rate of Thirteen and One Quarter Percent (13.25%) per annum
remains in full force and effect from the date of the original Note, September 22, 2023. |
| 6. | Except
as specifically modified and amended herein, all other terms, conditions and covenants contained
in the Note shall remain in full force and effect. |
| 7. | All
references in the “Note” shall mean the Note as hereby amended. |
| 8. | This
Agreement may be executed in any number of counterparts with the same effect as if all parties
hereto had signed the same document. All such counterparts shall be construed together and
shall constitute one instrument, but in making proof hereof it shall only be necessary to
produce one such counterpart. |
| 9. | This
Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. |
| 10. | This
Agreement shall be governed by Kansas law, without regard to conflicts of law principles. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all
as of the day and year first above written.
BORROWER: |
|
|
|
TICKETSMARTER,
INC. |
|
|
|
|
BY:
|
/s/
Stanton E. Ross |
|
NAME:
|
Stanton
E. Ross |
|
TITLE:
|
President,
Chairman of the Board |
|
|
|
|
LENDER: |
|
|
|
|
THE
JEFF GOODMAN AND HEATHER GOODMAN JOINT REVOCABLE TRUST |
|
|
|
|
BY:
|
/s/ Jeff
Goodman |
|
NAME:
|
Jeff
Goodman |
|
TITLE:
|
Trustee |
|
|
|
|
BY:
|
/s/ Heather
Goodman |
|
NAME:
|
Heather
Goodman |
|
TITLE:
|
Trustee |
|
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