DIGITAL ALLY INC (Form: 8-K, Received: 07/30/2012 07:40:31)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2012

[Missing Graphic Reference]

(Exact Name of Registrant as Specified in Charter)


Nevada	001-33899	20-0064269
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8000 W. 110th Street, Suite 200, Overland Park, KS 66220

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On July 24, 2012, Digital Ally, Inc. (the "Company") extended the maturity date of its $2.5 million credit facility with a private, third-party lender from May 30, 2013 to May 30, 2014. The credit facility is composed of two promissory notes (the "Notes"): one in the principal amount of $1.5 million issued in May 2011 and the other one in the principal amount of $1.0 million issued in November 2011. The Notes bear interest at the rate of 8% per annum and are payable interest only on a monthly basis. The Notes may be prepaid without penalty at any time. The Notes are unsecured and subordinated to all existing future and senior indebtedness, as such term is defined in the Notes. The Notes are equal in terms of the priority of their payment.

In connection with the extension of the maturity date of the Notes, the Company reduced the exercise price of the warrants that it had issued to the lender along with the Notes from $1.00 per share to $0.50 per share and extended their expiration dates to November 30, 2015. The warrants are exercisable to purchase a total of 450,000 shares of Common Stock.

The Company issued Source Capital Group, Inc. a warrant exercisable to purchase 50,000 shares of Common Stock at a price of $0.50 per share through November 30, 2015 for its services in connection with the extension of the maturity date of the Notes. Additionally, the Company reduced the exercise price of warrants it had issued to such firm in May and November 2011 from $1.00 per share to $0.50 per share and extended their maturity dates to November 30, 2015. Such warrants are exercisable to purchase 110,000 shares of Common Stock.

The information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

[Missing Graphic Reference]Item 9.01 FINANCIAL STATEMENT AND EXHIBITS

10.31		Second Allonge to 8% Subordinated Note ($1.5 million), dated July 24, 2012
10.32		Allonge to 8% Subordinated Note ($1.0 million), dated July 24, 2012
10.33		Second Amendment to Common Stock Purchase Warrant (300,000 shares), dated July 24, 2012
10.34		Amendment to Common Stock Purchase Warrant (150,000 shares), dated July 24, 2012

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.

	Digital Ally, Inc.

Date: July 30, 2012	By:	/s/ S tanton E. R oss
		Name: Stanton E. Ross
		Title: President and Chief Executive Officer

8% SUBORDINATED NOTE

This Second Allonge (the "Second Allonge"), dated as of July 24, 2012, is attached to and forms a part of an 8% Subordinated Note, dated May 31, 2011 (collectively, the " Note "), made by Digital Ally, Inc., a Nevada corporation (the "Company"), payable to the order of ________________(the "Holder") in the original principal amount of $1,500,000 . The Note was amended by an Allonge, dated November 7, 2011, and this Second Allonge amends the Note and the Allonge.

1. Paragraph 3 of the Note is hereby amended and restated in its entirety as follows:

Maturity Date and Pre-Payments . This Note shall be due and payable in full, including all accrued Interest thereon, on May 30, 2014 (the "Maturity Date"). At any time prior to the Maturity Date, the Company shall have the right to prepay this Note, in whole or in part, without penalty. The Company will give to Holder ten (10) days' written notice of its intent to prepay this Note. On such prepayment date, the Company will pay in respect of this Note in cash the principal amount being prepaid plus accrued Interest.

In all other respects, the Note and the Allonge are confirmed, ratified, and approved and, as amended by this Second Allonge, shall continue in full force and effect.

IN WITNESS WHEREOF, the Company and the Holder have caused this Allonge to be executed and delivered as of the date and year first above written.

	DIGITAL ALLY, INC.

	By:	/s/ Stanton E. Ross
		Stanton E. Ross
	Its:	Chairman, President and CEO

		THE HOLDER:

Exhibit 10.32

ALLONGE TO

8% SUBORDINATED NOTE

This Allonge (the "Allonge"), dated as of July 24, 2012, is attached to and forms a part of an 8% Subordinated Note, dated November 7, 2011(collectively, the " Note "), made by Digital Ally, Inc., a Nevada corporation (the "Company"), payable to the order of ____________________ (the "Holder") in the original principal amount of $1,000,000 .

2. Paragraph 3 of the Note is hereby amended and restated in its entirety as follows:

In all other respects, the Note is confirmed, ratified, and approved and, as amended by this Allonge, shall continue in full force and effect.

IN WITNESS WHEREOF, the Company and the Holder have caused this Allonge to be executed and delivered as of the date and year first above written.

	DIGITAL ALLY, INC.

	By:	/s/ Stanton E. Ross
		Stanton E. Ross
	Its:	Chairman, President and CEO

		THE HOLDER:

SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT

THIS SECOND AMENDMENT (the "Second Amendment") to the Common Stock Purchase Warrant (the "Warrant") issued to __________________ (the "Holder") on May 31, 2011 by Digital Ally, Inc. , a Nevada corporation (the "Company"), and subsequently amended on November 7, 2011, is entered into by and between the Company and the Holder effective as of July 24, 2012.

WHEREAS, the parties desire to amend the Warrant again in accordance with the terms set forth in this Second Amendment.

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and conditions set forth, the parties agree as follows:

1. The caption "Exercise Price: $1.00" at the beginning of the Warrant is amended and restated to "Exercise Price: $0.50" and the caption "Expiration Date: November 30, 2013" is amended and restated to "November 30, 2015."

2. The first paragraph of the Warrant is amended and restated as follows:

DIGITAL ALLY, INC. (the "Company"), a Nevada corporation, hereby certifies that, for value received of $0.001 per Warrant, _________________ (the "Holder"), whose address is _____________________________, is entitled, subject to the terms set forth below, at any time, or from time to time, after the date hereof and before the Expiration Date (as defined below), to purchase from the Company three hundred thousand (300,000 ) shares (the "Shares") of common stock, $0.001 par value (the "Common Stock"), of the Company at a price of Fifty Cents ($0.50) per Share. The purchase price per Share, as adjusted from time to time pursuant to the provisions of this Warrant, is referred to as the "Exercise Price."

3. Paragraph 1.1 of the Warrant is amended and restated as follows:

1.1 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer and Assignment," and 3.1, "Registration and Legends," this Warrant may be exercised at any time and from time to time after 9:00 a.m., local time, on May 31, 2011 (the " Exercise Commencement Date "), but no later than 5:00 p.m., local time, November 30, 2015 (the " Expiration Date "), at which point it shall become void and all rights under this Warrant shall cease.

4. The Warrant shall be deemed amended to the extent set forth in this Second Amendment. All other terms and provisions of the Warrant shall remain in full force and effect. If there is any inconsistency with the terms of the Warrant and this Second Amendment, the terms of this Second Amendment shall govern over the Warrant. This Second Amendment is intended to be a final expression of the parties' agreement to amend the Warrant and is intended to be a complete and exclusive statement of their agreement and understanding with respect to such amendment.

IN WITNESS WHEREOF , this Second Amendment has been entered into as of the day and year first above written.

COMPANY:		HOLDER:
DIGITAL ALLY, INC.,
a Nevada corporation

By:	/s/ Stanton E. Ross
	Stanton E. Ross
Its:	Chairman, President and CEO

EXHIBIT 10.34

AMENDMENT TO COMMON STOCK PURCHASE WARRANT

THIS AMENDMENT (the "Amendment") to the Common Stock Purchase Warrant (the "Warrant") issued to _________________ (the "Holder") on November 7, 2011 by Digital Ally, Inc. , a Nevada corporation (the "Company"), is entered into by and between the Company and the Holder effective as of July 24, 2012.

RECITALS

WHEREAS, the parties desire to amend the Warrant in accordance with the terms set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and conditions set forth, the parties agree as follows:

AGREEMENT

2. The first paragraph of the Warrant is amended and restated as follows:

DIGITAL ALLY, INC. (the "Company"), a Nevada corporation, hereby certifies that, for value received of $0.001 per Warrant, ________________ (the "Holder"), whose address is _________________________, is entitled, subject to the terms set forth below, at any time, or from time to time, after the date hereof and before the Expiration Date (as defined below), to purchase from the Company one hundred fifty thousand (150,000 ) shares (the "Shares") of common stock, $0.001 par value (the "Common Stock"), of the Company at a price of Fifty Cents ($0.50) per Share. The purchase price per Share, as adjusted from time to time pursuant to the provisions of this Warrant, is referred to as the "Exercise Price."

3. Paragraph 1.1 of the Warrant is amended and restated as follows:

1.1 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer and Assignment," and 3.1, "Registration and Legends," this Warrant may be exercised at any time and from time to time after 9:00 a.m., local time, on November 7, 2011 (the " Exercise Commencement Date "), but no later than 5:00 p.m., local time, November 30, 2015 (the " Expiration Date "), at which point it shall become void and all rights under this Warrant shall cease.

4. The Warrant shall be deemed amended to the extent set forth in this Amendment. All other terms and provisions of the Warrant shall remain in full force and effect. If there is any inconsistency with the terms of the Warrant and this Amendment, the terms of this Amendment shall govern over the Warrant. This Amendment is intended to be a final expression of the parties' agreement to amend the Warrant and is intended to be a complete and exclusive statement of their agreement and understanding with respect to such amendment.

IN WITNESS WHEREOF , this Amendment has been entered into as of the day and year first above written.

COMPANY:		HOLDER:
DIGITAL ALLY, INC.,
a Nevada corporation

By:	/s/ Stanton E. Ross
	Stanton E. Ross
Its:	Chairman, President and CEO