Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 7, 2022, Digital Ally, Inc., a Nevada Corporation (the "Company"),
received a written notification (the "Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that
it was not in compliance with the minimum bid price requirement for continued
listing on the Nasdaq Capital Market, as set forth under Nasdaq Listing Rule
5550(a)(2) (the "Minimum Bid Price Requirement"), because the closing bid price
of the Company's common stock, par value $0.001 per share (the "Common Stock"),
was below $1.00 per share for the previous thirty (30) consecutive business
days. The Notice has no immediate effect on the listing of the Common Stock,
which will continue to trade uninterrupted on the Nasdaq Capital Market under
the ticker "DGLY."
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted 180
calendar days from the date of the Notice, or until January 3, 2023 (the
"Compliance Period"), to regain compliance with the Minimum Bid Price
Requirement. If at any time during the Compliance Period, the bid price of the
Common Stock closes at or above $1.00 per share for a minimum of ten (10)
consecutive business days, Nasdaq will provide the Company with written
confirmation of compliance with the Minimum Bid Price Requirement and the matter
will be closed.
In the event the Company does not regain compliance with the Minimum Bid Price
Requirement by January 3, 2023, the Company may be eligible for an additional
180-calendar day grace period. To qualify, the Company will be required to meet
the continued listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market, with the
exception of the Minimum Bid Price Requirement, and will need to provide written
notice to Nasdaq of its intent to regain compliance with such requirement during
such second compliance period.
If the Company does not regain compliance within the allotted compliance
period(s), including any extensions that may be granted by Nasdaq, Nasdaq will
provide notice that the Common Stock will be subject to delisting from the
Nasdaq Capital Market.
The Company intends to continuously monitor the closing bid price for its Common
Stock, and is in the process of considering various measures to resolve the
deficiency and regain compliance with the Minimum Bid Price Requirement.
However, there can be no assurance that the Company will be able to regain
compliance with the Minimum Bid Price Requirement, even if it maintains
compliance with the other Nasdaq listing requirements, or that Nasdaq will grant
the Company any extension of time to regain compliance with the Minimum Bid
Price Requirement or any other Nasdaq listing requirements, if applicable.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to,
statements that express the Company's intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company's future
activities, or future events or conditions, which can be identified by
terminology such as "may," "will," "expects," "anticipates," "aims,"
"potential," "future," "intends," "plans," "believes," "estimates," "continue,"
"likely to" and other similar expressions intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. These statements are not historical facts and are based on
current expectations, estimates and projections about the Company's business
based, in part, on assumptions made by its management. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict, many of which are beyond the
Company's control, including, among other things, the Company's ability to
maintain its listing of Common Stock on the Nasdaq Capital Market, which may
cause the Company's actual results, performance and achievements to differ
materially from those contained in any forward-looking statement. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including
those risks that may be included in the periodic reports and other filings that
the Company files from time to time with the U.S. Securities and Exchange
Commission. Any forward-looking statements speak only as of the date on which
they are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date of
this Form 8-K, except as required by applicable law.
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