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): October 17, 2023
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) |
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
October 17, 2023, the Board of Directors (the “Board”) of Digital Ally, Inc. (the “Company”) appointed
D. Duke Daughtery as a member of the Board, effective immediately, to hold office until the next meeting of shareholders of the Company
at which directors are being elected or as set forth in the Company’s bylaws.
Mr.
Daughtery, age 59, retired from public accounting in November of 2019 after a 32-year career with Grant Thornton and Deloitte & Touche
as an assurance partner and audit practice leader. Mr. Daughtery was instrumental in the significant growth of Grant Thornton’s
Kansas City audit practice. Mr. Daughtery served numerous companies ranging from high growth private equity backed clients, to multi-billion
revenue private companies to public companies ranging from smaller public companies to the Fortune 500.
Mr.
Daughtery will immediately serve on the Board, with the intention to move to Kustom Entertainment, Inc’s (“Kustom Entertainment”)
Board of Directors upon the completion of the recently announced transaction with Clover Leaf Capital Corp. (Nasdaq: CLOE) (“Clover
Leaf”), a publicly traded special purpose acquisition company (SPAC). Mr. Daughtery will serve on the Board’s audit committee.
There
are no other arrangements or understandings between Mr. Hoffmann and any other persons pursuant to which he was appointed as a member
of the Board. There are also no family relationships between any of the Company’s directors or officers and Mr. Hoffmann. There
are no related party transactions involving Mr. Hoffmann that are reportable under Item 404(a) of Regulation S-K.
Mr.
Daughtery will receive standard board compensation for his service as a director.
On
October 17, 2023, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Daughtery
as a member of the Board. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item
9.01 |
Financial Statements and Exhibits. |
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:
October 17, 2023
| |
Digital
Ally, Inc. |
| |
|
|
| |
By:
|
/s/
Stanton E. Ross |
| |
Name: |
Stanton
E. Ross |
| |
Title: |
Chairman
and Chief Executive Officer |
Exhibit
99.1
Digital
Ally Appoints New Member of the Board of Directors
LENEXA,
KS. (October 17, 2023) – Digital Ally, Inc. (the “Company”) (Nasdaq: DGLY), today announced that the Board
of Directors (the “Board”) of the Company appointed D. Duke Daughtery as a member of the Board, effective immediately, to
hold office until the next meeting of shareholders of the Company at which directors are being elected or as set forth in the Company’s
bylaws.
Mr.
Daughtery, age 59, retired from public accounting in November of 2019 after a 32-year career with Grant Thornton and Deloitte & Touche
as an assurance partner and audit practice leader. Mr. Daughtery was instrumental in the significant growth of Grant Thornton’s
Kansas City audit practice. Mr. Daughtery served numerous companies ranging from high growth private equity backed clients, to multi-billion
revenue private companies to public companies ranging from smaller public companies to the Fortune 500.
Mr.
Daughtery will immediately serve on the Board, with the intention to move to Kustom Entertainment, Inc.’s (“Kustom Entertainment”)
Board of Directors upon the completion of the recently announced transaction with Clover Leaf Capital Corp. (Nasdaq: CLOE) (“Clover
Leaf”), a publicly traded special purpose acquisition company (SPAC).
There
are no other arrangements or understandings between Mr. Daughtery and any other persons pursuant to which he was appointed as a member
of the Board. There are also no family relationships between any of the Company’s directors or officers and Mr. Daughtery. There
are no related party transactions involving Mr. Daughtery that are reportable under Item 404(a) of Regulation S-K.
Mr.
Daughtery will receive standard board compensation for his service as a director.
About
Digital Ally
Digital
Ally (NASDAQ: DGLY) through its subsidiaries, is engaged in video solution technology for law enforcement and commercial uses, human
& animal health protection products, healthcare revenue cycle management. It is further involved in event ticket brokering and marketing,
event production and jet chartering, through its Kustom Entertainment subsidiary. 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 or follow Digital Ally Inc. social media channels here:
Facebook
| Instagram | LinkedIn | Twitter
Contact
Information
Brody
Green, President
Stanton
Ross, CEO
Tom
Heckman, CFO
Digital
Ally, Inc.
913-814-7774
info@digitalallyinc.com
Additional
Information and Where to Find It
In
connection with the business combination between Clover Leaf and Kustom Entertainment (the “Business Combination”), Clover
Leaf has filed a proxy statement and registration statement on Form S-4 (the “Proxy/Registration Statement”) with the SEC
(as defined herein), which will include a preliminary proxy statement to be distributed to holders of Clover Leaf’s common stock
in connection with Clover Leaf’s solicitation of proxies for the vote by Clover Leaf’s stockholders with respect to the Business
Combination and other matters as described in the Proxy/Registration Statement, as well as, a prospectus relating to the offer of the
securities to be issued to Kustom Entertainment’s stockholder in connection with the Business Combination. After the Proxy/Registration
Statement has been approved by the SEC, Clover Leaf will mail a definitive proxy statement, when available, to its stockholders. Before
making any voting or investment decision, investors and security holders of Clover Leaf and other interested parties are urged to read
the proxy statement and/or prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety
when they become available because they will contain important information about the Business Combination and the parties to the Business
Combination. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy
statement/prospectus (when available) and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”)
by Clover Leaf through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite
1420, Miami, FL 33131.
Forward-Looking
Statements
This
report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1955. These forward-looking statements include, without limitation, Digital Ally’s, Clover Leaf’s
and Kustom Entertainment’s expectations with respect to the proposed Business Combination between Clover Leaf and Kustom Entertainment,
including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the implied
valuation of Kustom Entertainment, the products offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s
projected future results. Words such as “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions are intended to indentify such forward-looking statements. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside of Digital Ally’s, Clover Leaf’s and Kustom Entertainment’s control
and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but
are not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely
affect the price of Digital Ally’s and Clover Leaf’s securities, (ii) the risk that the Business Combination may not be completed
by Clover Leaf’s business combination deadline, even if extended by its stockholders, (iii) the potential failure to obtain an
extension of the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation
of the Business Combination, including the adoption of the agreement and plan of merger (“Merger Agreement”) by the stockholders
of Clover Leaf, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement,
(vi) the failure to obtain any applicable regulatory approvals required to consummate the Business Combination, (vii) the receipt of
an unsolicited offer from another party for an alternative transaction that could interfere with the Business Combination, (viii) the
effect of the announcement or pendency of the Business Combination on Kustom Entertainment’s business relationships, performance,
and business generally, (ix) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its
key employees, (x) costs related to the Business Combination, (xi) the outcome of any legal proceedings that may be instituted against
Kustom Entertainment or Clover Leaf following the announcement of the proposed Business Combination, (xii) the ability to maintain the
listing of Clover Leaf’s securities on the Nasdaq prior to the Business Combination, (xiii) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities,
(xiv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Kustom Entertainment operates,
(xv) the risk that demand for Kustom Entertainment’s services may be decreased due to a decrease in the number of large-scale sporting
events, concerts and theater shows, (xvi) the risk that any adverse changes in Kustom Entertainment’s relationships with buyer,
sellers and distribution partners may adversely affect the business, financial condition and results of operations, (xvii) the risk that
changes in Internet search engine algorithms and dynamics, or search engine disintermediation, or changes in marketplace rules could
have a negative impact on traffic for Kustom Entertainment’s sites and ultimately, its business and results of operations, (xviii)
the risk that any decrease in the willingness of artists, teams and promoters to continue to support the secondary ticket market may
result in decreased demand for Kustom Entertainment’s services, (xix) the risk that Kustom Entertainment is not able to maintain
and enhance its brand and reputation in its marketplace, adversely affecting Kustom Entertainment’s business, financial condition
and results of operations, (xx) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics,
severe weather events and natural disasters, (xxi) the risk that because Kustom Entertainment’s operations are seasonal and its
results of operations vary from quarter to quarter and year over year, its financial performance in certain financial quarters or years
may not be indicative of, or comparable to, Kustom Entertainment’s financial performance in subsequent financial quarters or years,
(xxii) the risk that periods of rapid growth and expansion could place a significant strain on Kustom Entertainment’s resources,
including its employee base, which could negatively impact Kustom Entertainment’s operating results, (xxiii) the risk that Kustom
Entertainment may never achieve or sustain profitability, (xxiv) the risk that Kustom Entertainment may need to raise additional capital
to execute its business plan, which many not be available on acceptable terms or at all; (xxv) the risk that third-parties suppliers
and manufacturers are not able to fully and timely meet their obligations, (xxvi) the risk that Kustom Entertainment is unable to secure
or protect its intellectual property, (xxvii) the risk that the post-combination company’s securities will not be approved for
listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties indicated from time to time in the
proxy statement and/or prospectus to be filed relating to the Business Combination. There may be additional risks that Digital Ally and
Kustom Entertainment presently do not know or that Digital Ally and Kustom Entertainment currently believe are immaterial that could
also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Digital Ally, Kustom Entertainment
and Clover Leaf assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise.
The
foregoing list of factors is not exhaustive. Recipients should carefully consider such factors, with respect to the proposed Business
Combination, and the other risks and uncertainties described and to be described in the “Risk Factors” section of Clover
Leaf’s Annual Report on Form 10-K filed for the year ended December 31, 2022 filed with the SEC on April 14, 2023 and subsequent
periodic reports filed by Clover Leaf with the SEC, the Proxy Statement and Registration Statement and other documents filed or to be
filed by Clover Leaf from time to time with the SEC. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements with respect to the
proposed Business Combination. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put
undue reliance on forward-looking statements with respect to the proposed Business Combination, and neither Kustom Entertainment nor
Clover Leaf assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law. Neither Kustom Entertainment nor Clover Leaf gives any assurance that either
Kustom Entertainment or Clover Leaf, or the combined company, will achieve its expectations.
Participants
in the Solicitation
Clover
Leaf and Kustom Entertainment and their respective directors and certain of their respective executive officers and other members of
management and employees may be considered participants in the solicitation of proxies from the stockholders of Clover Leaf with respect
to the Business Combination. Information about the directors and executive officers of Clover Leaf is set forth in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on April 14, 2023. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included
in the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the Business Combination when
they become available. Stockholders, potential investors and other interested persons should read the proxy statement and/or prospectus
carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained
free of charge from the sources indicated above.
No
Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Business Combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended,
or an exemption therefrom.
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