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 oramended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1, asamended (Registration No. 333-284448). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with the information contained in the attached Annual Report on Form 10-K, filedwith 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”) and92,150,000 pre-funded units (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 of common stock, $0.001 par value per share (“Common Stock”),(ii) one Series A Warrant to purchase one share of Common Stock (the “Series A Warrants”) and (iii) one Series BWarrant to purchase one share of Common Stock (the “Series B Warrants”). Each Series A Warrant is exercisable atan exercise price of $0.1875 per share, subject to certain anti-dilution and share combination event protections, andeach Series B Warrant is exercisable at an exercise price of $0.30 per share, subject to certain share combinationevent protections. Each Pre-Funded Unit consists of (i) one pre-funded warrant exercisable for one share ofCommon 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 maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplementsthereto, which is to be delivered with this prospectus supplement. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in theProspectus 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 reportedsale price of our shares of Common 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 theProspectus to read about factors you should consider before investing in our securities. You should rely only on the information contained in the Prospectus, this prospectus supplement or anyprospectus supplement or amendment hereto. We have not authorized anyone to provide you with differentinformation. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe 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 ACTOF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT 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) 20-0064269(I.R.S. Employer Nevada(State or other jurisdiction of incorporation or organization) 6366 College Blvd.., Overland Park, KS66211(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(913) 814-7774 Securities registered pursuant to Section 12(b) of the Act: (Name of each exchange on whichregistered) 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 theSecurities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe 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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas require