UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 11, 2023
DIGITAL
ALLY, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-33899 |
|
20-0064269 |
| (State or other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
14001
Marshall Drive, Lenexa, KS 66215
(Address
of Principal Executive Offices) (Zip Code)
(913)
814-7774
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common stock, $0.001
par value |
|
DGLY |
|
The Nasdaq Capital Market
LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
December 11, 2023, Digital Ally, Inc.’s wholly-owned subsidiary, Kustom Entertainment, Inc. (“Kustom Entertainment”),
issued a press release (the “Press Release”) announcing the appointment of Mr. Erik Dahl as the Chief Financial Officer of
Kustom Entertainment. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
December 11, 2023
| |
Digital
Ally, Inc. |
| |
|
|
| |
By: |
/s/
Stanton E. Ross |
| |
Name: |
Stanton E. Ross |
| |
Title: |
Chairman and Chief Executive
Officer |
Exhibit
99.1
KUSTOM
ENTERTAINMENT NAMES ERIK DAHL CHIEF FINANCIAL OFFICER
Industry
veteran adds expertise, momentum to growing Digital Ally company
KANSAS
CITY, December 11, 2023 – Digital Ally, Inc. (NASDAQ: DGLY) – Kustom Entertainment, Inc. (“Kustom Entertainment”),
a premier live event marketing and concert production company and subsidiary of Digital Ally Inc. (“Digital Ally”)
(Nasdaq: DGLY), has tapped Kansas City-native Erik Dahl as its new Chief Financial Officer (the “CFO”). The appointment,
effective November 20, 2023, puts Mr. Dahl at the helm of Kustom Entertainment’s financial operations, including FP&A, strategy,
accounting, procurement, tax, and human resources.
“Erik’s
experience, enthusiasm and agility make him a great addition to our leadership team,” Kustom Entertainment CEO Stanton E. Ross
said. “Momentum is building again in live entertainment. Erik will be instrumental in driving our financial initiatives and long-term
objectives as we innovate and expand.”
Mr.
Dahl brings more than a decade of financial experience to the role, with a keen understanding of financial management, risk
analysis, and strategic planning. Mr. Dahl joins Kustom Entertainment from AVI Systems, Inc., where he served as Financial Reporting
Manager. He previously held lead finance roles at MMC Contractors and served as a senior auditor at Grant Thornton LLP. Mr. Dahl
earned a master’s in accounting from the University of Kansas and is a Certified Public Accountant. His appointment as CFO
reflects Kustom Entertainment’s commitment to attracting top-tier talent to drive the company’s financial vision and
growth.
Mr.
Dahl’s appointment precedes the recent filing of the S-4/A Registration Statement Amendment with the U.S. Securities and Exchange
Commission, indicating continued progress toward the previously announced merger with Clover Leaf Capital Corp. (“CLOE”)
(Nasdaq: CLOE), a publicly traded special purpose acquisition company.
Upon
closing of the business combination, CLOE will change its name to Kustom Entertainment and will operate under Kustom Entertainment’s
management team. The transaction contemplates an equity value of $125 million for Kustom Entertainment. The combined company is expected
to have an implied initial pro forma equity value of approximately $222.2 million, with the proposed business combination expected
to provide approximately $14 million in gross proceeds from the cash held in trust by CLOE (assuming no redemptions). Additionally,
Digital Ally will distribute to its shareholders 15 percent of its shares in the combined company immediately following closing and intends
to distribute the balance of such shares following a six-month lock-up period.
About
Kustom Entertainment, Inc.
Kustom
Entertainment, Inc., a recently formed wholly owned subsidiary of Digital Ally, provides oversight to currently wholly owned subsidiaries
TicketSmarter, Inc. (“Ticket Smarter”), Kustom 440, Inc. (“Kustom 440”), and BirdVu Jets, Inc. (“BirdVu
Jets”). Kustom Entertainment is focused on live event and concert production, to accompany TicketSmarter’s primary
and secondary ticketing options.
TicketSmarter
offers tickets to more than 125,000 live events ranging from concerts to sports and theatre shows. TicketSmarter is the official ticket
resale partner of 35+ collegiate conferences, 300+ universities, and hundreds of events and venues nationally. TicketSmarter is a primary
and secondary ticketing solution for events and high-profile venues across North America. For more information, visit www.Ticketsmarter.com.
Established
in late 2022, Kustom 440 is an entertainment division of Kustom Entertainment, Inc., whose mission it is to attract, manage and promote
concerts, sports and private events. Kustom 440 is unique in that it brings a primary and secondary ticketing platform, in addition to
its well-established relationships with artists, venues, and municipalities. For more information, visit www.Kustom440.com.
Kustom
Entertainment operates through its wholly-owned subsidiaries TicketSmarter, Kustom 440, and BirdVu Jets. Following the closing of the
Business Combination, TicketSmarter, Kustom 440, and BirdVu Jets will combine their management teams and focus on concerts, entertainment
and garnering additional ticketing partnerships, as well as using existing sponsorships and sports property partnerships to develop alternative
entertainment options for consumers.
About
Clover Leaf Capital Corp.
Clover
Leaf Capital Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
For
more information, contact:
Stanton E. Ross, CEO
Info@kustoment.com
Info@cloverlcc.com
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, CLOE’s and Kustom Entertainment’s
expectations with respect to the proposed business combination between CLOE and Kustom Entertainment, including statements regarding
the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of Kustom Entertainment, the products
offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s projected future results. Words
such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks
and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside
CLOE’s and Kustom Entertainment’s control and are difficult to predict. Factors that may cause actual future events to differ
materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of CLOE’s securities, (ii) the risk that the transaction may not be completed
by CLOE’s business combination deadline, even if extended by its stockholders, (iii) and the potential failure to obtain an extension
of the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the agreement and plan of merger (“Merger Agreement”) by the stockholders of CLOE,
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the
failure to obtain any applicable regulatory approvals required to consummate the business combination; (vii) the receipt of an unsolicited
offer from another party for an alternative transaction that could interfere with the business combination, (viii) the effect of the
announcement or pendency of the transaction on Kustom Entertainment’s business relationships, performance, and business generally,
(ix) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition
and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (x) costs related
to the business combination, (xi) the outcome of any legal proceedings that may be instituted against Kustom Entertainment or CLOE following
the announcement of the proposed business combination, (xii) the ability to maintain the listing of CLOE’s securities on the Nasdaq
prior to the business combination, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion
of the proposed business combination, and identify and realize additional opportunities, (xiv) the risk of downturns and the possibility
of rapid change in the highly competitive industry in which Kustom Entertainment operates, (xv) the risk that demand for Kustom Entertainment’s
services may be decreased due to a decrease in the number of large-scale sporting events, concerts and theater shows, (xvi) the risk
that any adverse changes in Kustom Entertainment’s relationships with buyer, sellers and distribution partners may adversely affect
the business, financial condition and results of operations, (xvii) the risk that Changes in Internet search engine algorithms and dynamics,
or search engine disintermediation, or changes in marketplace rules could have a negative impact on traffic for Kustom Entertainment’s
sites and ultimately, its business and results of operations; (xviii) the risk that any decrease in the willingness of artists, teams
and promoters to continue to support the secondary ticket market may result in decreased demand for Kustom Entertainment’s services;
(xix) the risk that Kustom Entertainment is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting
Kustom Entertainment’s business, financial condition and results of operations, (xx) the risk of the occurrence of extraordinary
events, such as terrorist attacks, disease epidemics or pandemics, severe weather events and natural disasters, (xxi) the risk that because
Kustom Entertainment’s operations are seasonal and its results of operations vary from quarter to quarter and year over year, its
financial performance in certain financial quarters or years may not be indicative of, or comparable to, Kustom Entertainment’s
financial performance in subsequent financial quarters or years; (xxii) the risk that periods of rapid growth and expansion could place
a significant strain on Kustom Entertainment’s resources, including its employee base, which could negatively impact Kustom Entertainment’s
operating results; (xxiii) the risk that Kustom Entertainment may never achieve or sustain profitability; (xxiv) the risk that Kustom
Entertainment may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at
all; (xxv) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (xxvi) the
risk that Kustom Entertainment is unable to secure or protect its intellectual property, (xxvii) the risk that the post-combination company’s
securities will not be approved for listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties
indicated from time to time in the proxy statement and/or prospectus relating to the business combination, including those under the
“Risk Factors” section therein and in CLOE’s other filings with the SEC. The foregoing list of factors is not exhaustive.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Kustom Entertainment and CLOE assume no obligation and do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise.
Important
Information and Where to Find It
In
connection with the transaction, CLOE has filed a proxy statement and/or registration statement on Form S-4 (the “Proxy/Registration
Statement”) with the SEC, which includes a preliminary proxy statement to be distributed to holders of CLOE’s
common stock in connection with CLOE’s solicitation of proxies for the vote by CLOE’s stockholders with respect to the transaction
and other matters as described in the Proxy/Registration Statement, as well as a prospectus relating to the offer of the securities to
be issued to Kustom Entertainment’s stockholder in connection with the transaction. After the Proxy/Registration Statement has
been declared effective by the SEC, CLOE will mail a definitive proxy statement to its stockholders. Before making any
voting or investment decision, investors and security holders and other interested parties are urged to read the proxy statement and/or
prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available
because they will contain important information about CLOE, Kustom Entertainment and the transaction. Investors and security holders
may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other
documents filed with the U.S. Securities and Exchange Commission (the “SEC”) by CLOE through the website maintained by the
SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite 2520, Miami, FL 33131.
Participants
in Solicitation
CLOE
and Kustom Entertainment and their respective directors and certain of their respective executive officers and other members of management
and employees may be considered participants in the solicitation of proxies with respect to the transaction. Information about the directors
and executive officers of CLOE is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with
the SEC on April 14, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be included in the proxy statement and/or prospectus and other relevant
materials to be filed with the SEC regarding the transaction when they become available. Stockholders, potential investors and other
interested persons should read the proxy statement and/or prospectus carefully when it becomes available before making any voting or
investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended,
or an exemption therefrom.
###
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