Digital Ally (KUST) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 23, 2024, to approve transactions under a securities purchase agreement involving the issuance of 20% or more of outstanding common stock upon exercise of Series A and B Warrants.

• Private placement completed on June 24, 2024, raised approximately $2.9 million for inventory, artist costs, transaction costs, sales, marketing, partial note prepayment, and working capital.

• Board recommends voting in favor of the proposal; only stockholders as of July 17, 2024, may vote.

• Forward-looking statements address business growth, product development, and profitability expectations.

Voting matters and shareholder proposals

• Only one proposal: approval of the issuance of 20% or more of outstanding shares under the securities purchase agreement and related warrants.

• Affirmative vote of a majority of votes cast is required; broker discretionary voting is not allowed.

• Board unanimously recommends a vote FOR the proposal.

• No appraisal rights are available for this proposal.

• Future shareholder proposals for the next annual meeting must comply with SEC rules and be submitted in advance.

Board of directors and corporate governance

• Proxy solicited by the Board; CEO Stanton E. Ross named as proxy holder.

• Board and management own 8.3% of outstanding shares as a group; no individual or group owns more than 5%.