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, marketing, note prepayment, and working capital.

• Only stockholders of record as of July 17, 2024, are entitled to vote; 3,502,037 shares outstanding as of the record date.

• 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

• Proposal seeks approval for issuance of 20% or more of outstanding shares upon exercise of Series A and B Warrants, as required by Nasdaq Rule 5635(d).

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

• Abstentions do not affect the outcome; no appraisal rights are available.

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

• Stockholders may submit proposals for future annual meetings in accordance with SEC rules.

Board of directors and corporate governance

• Board consists of Stanton E. Ross (Chairman/CEO), Leroy C. Richie, D. Duke Daughtery, Thomas J. Heckman, and Peng Han.

• All executive officers and directors as a group own 8.3% of outstanding shares.