Digital Ally Announces Pricing of $15.0 Million Private Placement of Convertible Redeemable Preferred Stock
October 13 2022 - 8:30AM
Digital Ally, Inc. (NASDAQ: DGLY) (the “Company”), today announced
that it has entered into a securities purchase agreement with
certain institutional investors to purchase 1,400,000 shares of
Series A convertible redeemable preferred stock and 100,000 shares
of Series B convertible redeemable preferred stock. Each share of
Series A and Series B preferred stock has a purchase price of
$9.50, representing an original issue discount of 5% of the $10.00
stated value of each share. Each share of Series A and Series B
preferred stock is convertible into shares of the Company’s common
stock at an initial conversion price of $1.00 per share. Shares of
the Series A and Series B preferred stock are convertible at the
option of the holder at any time following the Company’s receipt of
stockholder approval of an amendment to the Company articles of
incorporation to increase the number of shares of common stock that
the Company is authorized to issue. The Company and the holders of
the Series A and Series B preferred stock also entered into a
registration rights agreement to register the resale of the shares
of common stock issuable upon conversion of the Series A and Series
B preferred stock. Total gross proceeds from the offerings, before
deducting discounts, placement agent’s fees and other estimated
offering expenses, is $15.0 million.
The Series A and Series B preferred stock
permits the holders thereof to vote together with the holders of
the Company’s common stock on proposals to effectuate an increase
in the shares of common stock that the Company is authorized to
issue and a reverse stock split of the Company’s shares of common
stock. The Series B preferred stock permits the holder to cast
2,500 votes per share of Series B preferred stock on such
proposals, provided, that such votes must be cast in the same
proportions as the shares of common stock and Series A preferred
stock are voted on that proposal (excluding any shares of common
stock that are not voted on the proposal). Except as required by
law or expressly provided by the certificates of designation,
holders of the Series A and Series B preferred stock will not be
permitted to vote on any other matters. The holders of the Series A
and Series B preferred stock agreed not to transfer, offer, sell,
contract to sell, hypothecate, pledge or otherwise dispose of their
shares of preferred stock until after the receipt of stockholder
approval of the increase in the Company’s authorized shares of
common stock. The holders of the Series A and Series B preferred
stock have the right to require the Company to redeem their shares
of preferred stock for cash at 105% of the stated value of such
shares during the period commencing on the earlier of (i) receipt
of stockholder approval of the increase in the Company’s authorized
shares of common stock and the reverse stock split and (ii) the
date that is 60 days after the closing of the offering and ending
90 days after the closing of the offering. The Company has the
option to redeem the Series A and Series B preferred stock for cash
at 105% of the stated value commencing 90 days after the initial
issuance of such class of shares, subject to the holders’ rights to
convert the shares prior to a redemption at the option of the
Company.
The closing of the offering is expected to occur
on or about October 19, 2022, subject to the satisfaction of
customary closing conditions. Additional information regarding the
securities described above and the terms of the offering are
included in a Current Report on Form 8-K to be filed with the
United States Securities and Exchange Commission (“SEC”).
A.G.P./Alliance Global Partners is acting as the
exclusive placement agent in connection with the offering.
The Series A and Series B preferred stock and
shares of common stock into which these preferred shares are
convertible are being issued in reliance upon the exemption from
the securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506
of Regulation D as promulgated by SEC under the 1933 Act.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Digital Ally
Digital Ally Companies (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.digitalallyinc.com or follow additional Digital Ally
Inc. social media channels here:
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Forward-Looking StatementThis
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Act of 1934. These forward-looking statements
are based largely on the expectations or forecasts of future
events, can be affected by inaccurate assumptions, and are subject
to various business risks and known and unknown uncertainties, a
number of which are beyond the control of management. Therefore,
actual results could differ materially from the forward-looking
statements contained in this press release. Factors that may cause
actual results to differ from the forward-looking statements
include, but are not limited to, the failure to satisfy the
conditions to closing of the offering and other factors described
in the Company’s annual report on Form 10-K for the year ended
December 31, 2021 and quarterly report on Form 10-Q for the three
months and six months ended June 30, 2022, as filed with the
Securities and Exchange Commission. These cautionary statements
should not be construed as exhaustive or as any admission as to the
adequacy of the Company's disclosures. The Company cannot predict
or determine after the fact what factors would cause actual results
to differ materially from those indicated by the forward-looking
statements or other statements. The reader should consider
statements that include the words "believes", "expects",
"anticipates", "intends", "estimates", "plans", "projects",
"should", or other expressions that are predictions of or indicate
future events or trends, to be uncertain and forward-looking. The
Company does not undertake to publicly update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contact
Information:Stanton Ross, CEOTom Heckman,
CFODigital Ally, Inc.913-814-7774info@digitalallyinc.com
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