Digital Ally Inc美股招股说明书(2025-05-02版)

7,850,000 Units, with each Unit consisting of:One Share of Common StockOne Series A Warrant to Purchase One Share of Common StockOne Series B Warrant to Purchase One Share of Common Stock 92,150,000 Pre-Funded Units, with each Pre-Funded Unit consisting of:One Pre-Funded Warrant to Purchase One Share of Common StockOne Series A Warrant to Purchase One Share of Common StockOne Series B Warrant to Purchase One Share of Common Stock 92,150,000 Shares of Common Stock Underlying the Pre-Funded Warrants100,000,000 Shares of Common Stock Underlying the Series A Warrants100,000,000 Shares of Common Stock Underlying the Series B Warrants Digital Ally, Inc. This prospectus supplement updates and supplements the prospectus dated February 13, 2025 (as supplemented or amended from time to time,the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-284448). This prospectussupplement is being filed to update and supplement the information in the Prospectus with the information contained in the attached AnnualReport on Form 10-K, filed with the U.S. Securities and Exchange Commission on May 2, 2025. The Prospectus and this prospectus supplement relate to the offer and sale by us of 7,850,000 units (the “Units”) and 92,150,000 pre-fundedunits (the “Pre-Funded Units”) for a purchase price of $0.15 per Unit and $0.149 per Pre-Funded Unit. Each Unit consists of (i) one share ofcommon stock, $0.001 par value per share (“Common Stock”), (ii) one Series A Warrant to purchase one share of Common Stock (the “SeriesA Warrants”) and (iii) one Series B Warrant to purchase one share of Common Stock (the “Series B Warrants”). Each Series A Warrant isexercisable at an exercise price of $0.1875 per share, subject to certain anti-dilution and share combination event protections, and each Series BWarrant is exercisable at an exercise price of $0.30 per share, subject to certain share combination event protections. Each Pre-Funded Unitconsists of (i) one pre-funded warrant exercisable for one share of Common Stock, (ii) one Series A Warrant and (iii) one Series B Warrant. This prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilizedexcept in combination with, the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectussupplement. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between theinformation in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our shares of Common Stock are listed on Nasdaq under the symbol “DGLY.” On May 1, 2025, the last reported sale price of our shares ofCommon Stock on Nasdaq was $0.0338 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus to read aboutfactors you should consider before investing in our securities. You should rely only on the information contained in the Prospectus, this prospectus supplement or any prospectus supplement oramendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 2, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________. Commission file number:001-33899 DIGITAL ALLY, INC.(Exact name of registrant as specified in its charter) 6366 College Blvd.., Overland Park, KS66211(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(913) 814-7774 (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Exchange Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registra