Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2020, Digital Ally, Inc. (the "Company") consummated an underwritten public offering (the "Offering") of 3,090,909 shares (the "Firm Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock"). The Offering was conducted pursuant to an underwriting agreement, dated June 2, 2020 (the "Underwriting Agreement"), between the Company and Aegis Capital Corp., as representative (the "Representative") of the underwriters (the "Underwriters").

The Firm Shares were sold at a public offering price of $1.65 per share. The Company has granted the Underwriters a 45-day option to purchase up to an additional 463,636 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any (the "Option Shares" and together with the Firm Shares, the "Shares").

The Offering was registered and the Shares were issued pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-225227) (the "Registration Statement"), which was initially filed with the Securities and Exchange Commission (the "SEC") on May 25, 2018, and was declared effective on June 6, 2018, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated June 2, 2020 (the "Prospectus Supplement"). The legal opinion and consent of Sullivan and Worcester LLP addressing the validity of the Common Stock sold in the Offering is filed as Exhibit 5.1 hereto and is incorporated into the Registration Statement.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The Underwriters purchased the Firm Shares from the Company at a price of $1.5345 per share, representing a seven percent (7%) discount from the public offering price. In addition, the Company agreed to pay the Underwriters all expenses relating to the Offering, including "road show" expenses, diligence fees and the fees and expenses of the Underwriters' legal counsel not to exceed $30,000.

Under the Underwriting Agreement, pursuant to a certain "lock-up" agreement and subject to certain exclusions as set forth therein, the Company has agreed, without first obtaining the written consent of the Representative and subject to certain exceptions, not to, for a period of 21 days from the date of the pricing of the Offering, (1) offer, sell or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company, or (2) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of the Company's capital stock or any securities convertible into or exercisable or exchangeable for shares of the Company's capital stock. Notwithstanding the foregoing, in the event the closing price of the Common Stock as reported on The Nasdaq Capital Market for three (3) consecutive trading days is at least 25% above the public offering price of the Firm Shares, such lock-up period shall be terminated.

The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and other estimated Offering expenses, and assuming the Underwriters do not exercise their option to purchase the Option Shares, are approximately $5.1 million. The net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions, but before deducting other expenses in connection with the Offering, and assuming the Underwriters do not exercise their option to purchase the Option Shares, are approximately $4.74 million.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.




Item 8.01 Other Events.

On June 4, 2020, in connection with the Underwriting Agreement, the Company closed the Offering, raising gross proceeds of approximately $5.1 million, before deducting underwriting discounts and commissions and other estimated Offering expenses. Also on June 4, 2020, the Company issued a press release announcing the consummation of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



  Exhibit
   Number                                  Description
1.1              Underwriting Agreement, dated June 2, 2020, between the Company
               and Aegis Capital Corp., as representative of the underwriters
               named on Schedule 1 thereto
5.1              Opinion of Sullivan and Worcester LLP
23.1             Consent of Sullivan and Worcester LLP (included in opinion of
               Sullivan and Worcester LLP filed as Exhibit 5.1)
99.1             Press Release, dated June 4, 2020

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