Form 8-K - Current report

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.

(d)

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. 168^thStreet, 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:

All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note.

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.

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.”

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.”

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.

Except as specifically modified and amended herein, all other terms, conditions and covenants contained in the Note shall remain in full force and effect.

All references in the “Note” shall mean the Note as hereby amended.

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.

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

Cover	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 19, 2024
Entity File Number	001-33899
Entity Registrant Name	DIGITAL ALLY, INC.
Entity Central Index Key	0001342958
Entity Tax Identification Number	20-0064269
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	14001 Marshall Drive
Entity Address, City or Town	Lenexa
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66215
City Area Code	(913)
Local Phone Number	814-7774
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	DGLY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false