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.

• The private placement will raise approximately $2.9 million in gross proceeds, intended for inventory, artist costs, transaction costs, sales, marketing, partial note prepayment, and working capital.

• Only stockholders of record as of July 17, 2024, are entitled to vote; voting can be done by mail, phone, internet, or in person.

• Board unanimously recommends voting in favor of the proposal.

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

Voting matters and shareholder proposals

• The sole proposal is to approve the issuance of 20% or more of outstanding shares in connection with the securities purchase agreement and related warrants.

• Proposal requires majority of votes cast for approval; broker discretionary voting is not allowed.

• Board recommends a FOR vote; preliminary results announced at the meeting, final results filed on Form 8-K.

• 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

• Chairman and CEO Stanton E. Ross is named as proxy and will vote as directed by shareholders or at his discretion if unspecified.

• Board is responsible for soliciting proxies and overseeing the voting process.