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): May 27, 2015
DIGITAL ALLY, INC.
(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.) |
9705 Loiret Blvd. Lenexa, KS 66219
(Address of Principal Executive Offices) (Zip Code)
(913) 814-7774
(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:
| [ ] | 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)) |
| Item 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
On May 27, 2015, 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, 2015 to July 15, 2015. 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 Company will give to Holder ten (10) days’ written notice of its intent to prepay these Notes. 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.
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.
| Item 9.01 | FINANCIAL STATEMENT AND EXHIBITS |
(d) Exhibits
| 10.63 | Fourth Allonge to 8% Subordinated Note ($1.5 million), dated May 27, 2015 | |
| 10.64 | Third Allonge to 8% Subordinated Note ($1.0 million), dated May 27, 2015 |
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: May 28, 2015
| Digital Ally, Inc. | ||
| By: | /s/ Stanton E. ROSS | |
| Name: | Stanton E. Ross | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.63
FOURTH ALLONGE TO
8% SUBORDINATED NOTE
This Fourth Allonge (the “Fourth Allonge”), dated as of May 27, 2015, 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, a Second Allonge, dated July 24, 2012, and a Third Allonge dated December 4, 2013. This Fourth Allonge amends the Note and the Third 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 July 15, 2015 (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 Fourth 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 10.64
THIRD ALLONGE TO
8% SUBORDINATED NOTE
This Allonge (the “Allonge”), dated as of May 27, 2015, 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 . The Note was amended by an Allonge, dated July 24, 2012, a Second Allonge, dated December 4, 2013, and this Third Allonge amends the Note and previous Allonges.
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 July 15, 2015 (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 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 Third 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: | ||