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): August 16, 2024
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) |
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|
| ☐ |
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
2.02 Results of Operations and Financial Condition.
On
August 16, 2024, Digital Ally, Inc. (the “Company”) issued a press release entitled “Digital Ally, Inc. Announces Second
Quarter 2024 Operating Results”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The
information contained in this Current Report on Form 8-K (the “Current Report”) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item
7.01 Regulation FD Disclosure.
Reference
is made to the disclosure in Item 2.02 of this Current Report, which disclosure is incorporated herein by reference.
Forward-Looking
Statements
Exhibit
99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements
identifying important factors that could cause actual results to differ materially from those anticipated.
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:
August 16, 2024
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Digital
Ally, Inc. |
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|
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By: |
/s/
Stanton E. Ross |
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Name: |
Stanton
E. Ross |
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Title: |
Chairman
and Chief Executive Officer |
Exhibit
99.1
DIGITAL
ALLY, INC ANNOUNCES SECOND QUARTER 2024 OPERATING RESULTS
LENEXA,
Kansas (August 16, 2024) – Digital Ally, Inc. (Nasdaq: DGLY) (the “Company” or “our”), today announced
its operating results for the second quarter of 2024. An investor conference call is scheduled for 11:15 a.m. EDT on Monday, August 19,
2024 (see details below).
Highlights
for the second quarter ended June 30, 2024
| ● |
Overall
gross profits for the three months ended June 30, 2024 were $242,392, a decrease of $2,494,648, or (91%), as compared to $2,737,040
for the three months ended June 30, 2023. The overall decrease is attributable to the decrease in gross profit for the entertainment
segment for the three months ended June 30, 2024 along with a decrease in the overall cost of sales as a percentage of overall revenues
to 96% for the three months ended June 30, 2024 from 67% for the three months ended June 30, 2023. Our goal is to continue to improve
our margins over the longer term based on the expected margins generated by our new recent revenue cycle management and entertainment
operating segments together with our video solutions operating segment and its expected margins from our EVO-HD, DVM-800, VuLink,
FirstVu Pro, FirstVu II, ShieldTM disinfectants and our cloud evidence storage and management offering, provided that they gain traction
in the marketplace. In addition, if revenues from the video solutions segment increase, we will seek to further improve our margins
from this segment through expansion and increased efficiency utilizing fixed manufacturing overhead components. We plan to continue
our initiative to more efficiently management of our supply chain through outsourcing production, quantity purchases and more effective
purchasing practices. |
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|
| ● |
Total
revenues decreased during the three months ended June 30, 2024 to $5,616,235 from $8,279,632 during the three months ended June 30,
2023 a deterioration of $2,663,397 (32%). The primary reason for the overall revenue decrease is a decrease of $2,189,059 (47%) in
total revenue for the second quarter of 2024 compared to the second quarter of 2023 at the entertainment operating segment. The Video
Solutions and Revenue Cycle Management operating segments experienced slight revenue decreases as well during the three months ended
June 30, 2024 compared to the three months ended June 30, 2023. |
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| ● |
On
September 1, 2021, the Company formed a wholly-owned subsidiary, TicketSmarter, Inc., through which the Company completed the acquisition
of Goody Tickets, LLC (“Goody Tickets”) and TicketSmarter, LLC (“TicketSmarter”) (collectively the “TicketSmarter
Acquisition”). Goody Tickets and TicketSmarter®, are ticket resale marketplaces with seats offered at over 125,000
live events, offering over 48 million tickets for sale through its TicketSmarter.com platform. Within this entertainment segment,
the Company also formed Kustom 440, Inc. (“Kustom 440”) in late 2022 to create unique entertainment experiences through
concerts, festivals, and private experiences. This segment generated revenues totaling $2,466,211 in service and product revenues
for the three months ended June 30, 2024, a decrease of $2,189,059,, or (47%), as compared to $4,655,270 in service and product revenues
for the three months ended June 30, 2023. The decrease is largely due to management’s focus on right-sizing the entertainment
segment, and working towards profitability; thus, decreasing marketing expenses, directly correlating to a decrease in revenues. |
| ● |
We
remain in the revenue cycle management business through the formation of our wholly owned subsidiary, Digital Ally Healthcare, Inc.
and its majority-owned subsidiary Nobility Healthcare, LLC (“Nobility Healthcare”). Nobility Healthcare completed its
first acquisition on June 30, 2021, when it acquired a private medical billing company, and a second acquisition on August 31, 2021
upon the completion of its acquisition of another private medical billing company. On January 1, 2022, Nobility Healthcare completed
the acquisition of 100% of the capital stock of a private dental billing company. Additionally, on February 1, 2022, Nobility Healthcare
also completed an asset purchase for a portfolio of a medical billing company. These acquisitions further enhanced the Company’s
revenue cycle management operating segment, which provides revenue cycle management solutions to medium to large healthcare organizations
throughout the country. The compilation of acquisitions generated service revenues for the three months ended June 30, 2024 of $1,564,354,
a decrease of $160,418, or (9%), as compared to $1,724,772 for the three months ended June 30, 2023. |
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|
| ● |
Selling,
general and administrative expenses for the three months ended June 30, 2024 were $4,156,613, a decrease of $3,521,131, or (46%),
as compared to $7,677,744 for the three months ended June 30, 2023. The decrease was primarily attributable to the reduction in new
sponsorships being entered into by the Company. |
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| ● |
On
March 1, 2024, Kustom 440, entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with JC Entertainment,
LLC, a Kansas limited liability company (“JC Entertainment”). Pursuant to the Acquisition Agreement, Kustom 440 acquired
certain assets associated with a music entertainment event (“Country Stampede”), including all intellectual property
arising out of and relating to Country Stampede and certain contracts in which JC Entertainment is a party to host and operate the
2024 Country Stampede. |
Recent
Developments
| ● |
As
previously disclosed, on March 1, 2024, the Company entered into a Note Purchase Agreement (the “Agreement”), by and
between the Company, Kustom Entertainment (together with the Company, the “Borrowers”), and Mosh Man, LLC, a New Jersey
limited liability company (the “Purchaser”), pursuant to which the Borrowers issued to the Purchaser a Senior Secured
Promissory Note (the “Note”) with a principal amount of $1,425,000.
On
July 13, 2024, the Company entered into a Letter Agreement (the “Letter Agreement”), by and between the Company, Kustom
Entertainment and the Purchaser, increasing automatically the principal amount of the Note from $1,425,000 to $1,725,000; provided,
however, that if the Borrowers repay the Note in full on or before August 15, 2024, then the principal amount of the Note shall be
reduced automatically by $100,000. Pursuant to the Letter Agreement, the Borrowers’ failure to adhere to Sections 3.2(d)(iii)
(the “Section 3.2(d)(iii) Failure”) and Section 3.3(a) (the “Section 3.3(a) Failure”) of the Purchase Agreement
shall not constitute Events of Default, as defined in the Purchase Agreement; provided, however, that if the Borrowers shall be in
breach or default under the Letter Agreement or otherwise fail to satisfy their obligations thereunder, the Section 3.2(d)(iii) Failure
and Section 3.3(a) Failure shall each automatically constitute an Event of Default under the Purchase Agreement. Pursuant to the
Letter Agreement, the Company agreed to make a cash payment to the Purchaser in the amount of $150,000 on or before July 26, 2024.
The Company also agreed to sell or enter into a firm commitment to sell the office building owned by the Company and located at 14001
Marshall Drive, Lenexa, Kansas 66215 (the “Company Office Building”) and pay to the Purchaser: (i) $325,000, if the Company
sells or enters into a firm commitment to sell the Company Office Building on or before August 7, 2024; or (ii) $400,000, if the
Company sells or enters into a firm commitment to sell the Company Office Building after August 7, 2024. Pursuant to the Letter Agreement,
the Company’s failure to sell or enter into a firm commitment to sell the Company Office Building prior to September 1, 2024
shall constitute an Event of Default, as defined in the Purchase Agreement, under the Purchase Agreement. The Company shall pay to
the Purchaser $100,000 per month until the Note is repaid in full, with the first such payment occurring on August 12, 2024, and
each subsequent payment occurring on the 12th calendar day of each month thereafter. Pursuant to the Letter Agreement, the Purchaser
shall be a party to any and every flow of funds when there is an extraordinary receipt of capital by the Company. The Company shall
pay to the Purchaser a penalty payment of $200,000 within five Business Days, as defined in the Purchase Agreement, if the Company
fails to make the Purchaser a party to any flow of funds in respect of an extraordinary receipt of capital by the Company.
Except
as stated above, the Letter Agreement does not result in any other substantive changes to the Agreement. |
| ● |
On
August 2, 2024, the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Serenity Now, LLC,
a Kansas limited liability company (the “Buyer”) to sell a commercial office building and associated property located at
14001 Marshall Drive, Lenexa, KS (the “Office Building”). On August 12, 2024, pursuant to the Agreement, the Company and
the Buyer completed the sale of the Property. The Buyer has no prior material relationship with the Company beyond the Agreement. |
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| ● |
Clover
Leaf Capital Corp.’s (“Clover Leaf”) registration statement on Form S-4 was declared effective by the U.S. Securities
and Exchange Commission (the “SEC”) as of Tuesday, July 30, 2024, relating to the previously announced proposed business
combination by and among Clover Leaf, Kustom Entertainment, Inc. and CL Merger Sub, Inc.
On
August 1, the board of directors of the Company (the “Board”) set the record date for the dividend distribution to August
12, 2024 for determining stockholders entitled to receive the dividend distribution (the “Record Date”). |
Management
Comments
Stanton
E. Ross, Chief Executive Officer of the Company, stated, “We are very pleased to keep our momentum from the end of 2023 into the
second half of 2024, with greatly reduced net losses compared to the second quarter of 2023, showing the continued success of our focus
on margins and working towards profitability. We are pleased to see the continued success and traction in the marketplace with our new
video products, particularly the EVO-HD, FirstVu Pro, and QuickVu docking stations, which are continuing to build upon our existing subscription
plans and deferred revenue. It is exciting to see our deferred revenue balance reach $10.1 million at June 30, 2024, as our balance grew
considerably by about $0.6 million from $9.5 million at June 30, 2023. There is additional excitement about new upcoming product releases
and additional patent filings that will continue to display our commitment to innovation and success within our video solutions operating
segment. We continue to see continued success in our Digital Ally Healthcare venture, as Nobility Healthcare, LLC continues to right-size
and maintain profitability throughout that segment.”
Ross
added: “Additionally, we are very excited about the effectiveness of a Registration Statement on Form S-4 by Clover Leaf with the
SEC relating to the proposed business combination between Kustom Entertainment and Clover Leaf Capital Corp. to create Kustom Entertainment,
Inc., a company with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary
ticketing technologies. We expect that this business combination will provide clarity to both shareholder as well as the marketplace,
showing two distinct, stand-alone entities, Digital Ally and Kustom Entertainment, further, we remain excited about the organic growth
opportunities with the Kustom 440 subsidiary along with the acquisition of Country Stampede, a prestigious festival within the Midwest.
Country Stampede hosted headliners Chris Jansen, Riley Green, and Jon Pardi at Azura Amphitheater in Bonner Springs, on June 27th
through 29th. We are also thrilled about the recent launch of KustomTickets.com, an advanced online ticketing platform,
that marks a significant milestone for Kustom Entertainment, solidifying its presence and influence in the entertainment industry. We
will continue to inform our investors as we move forward with the business combination, alongside our continuous efforts to take advantage
of new business opportunities and to maximize our existing business lines to benefit the Company and its shareholders throughout the
remainder of 2024 and beyond.”
First
Quarter 2024 Operating Results
Overall
gross profit for the three months ended June 30, 2024 and 2023 was $242,392 and $2,737,040, respectively, a decrease of $2,494,648 (91%).
The video solution operating segment’s gross profits for the three months ended June 30, 2024 and 2023 were $287,840 and $779,407,
respectively, a deterioration of $491,567 (63%). The entertainment operating segment’s gross profits (loss) for the three months
ended June 30, 2024 and 2023 were ($646,854) and $1,155,459, respectively, a deterioration of $1,802,313 (156%). The revenue cycle management
operating segment’s gross profits for the three months ended June 30, 2024 and 2023 were $601,406 and $802,174, respectively, a
deterioration of $200,768 (25%).
Total
revenues for the three months ended June 30, 2024 and 2023 were $5,616,235 and $8,279,632, respectively, a decrease of $2,663,397 (32%).
Selling,
general and administrative expenses for the three months ended June 30, 2024 and 2023 were $4,156,613 and $7,677,744, respectively, a
decrease of $2,554,865 (33%). The decrease was primarily attributable to the reduction in new sponsorships being entered into by the
Company.
Operating
losses for the three months ended June 30, 2024 and 2023 were $3,914,221 and $4,940,704, respectively, an improvement of $1,026,483 (21%).
Operating loss as a percentage of revenues declined
to 70% in the three months ended June 30, 2024 from 60% in the same period in 2023.
Net
losses attributable to common stockholders for the six months ended June 30, 2024 and 2023 were $5,083,861, or $1.74 per share, and $9,014,882,
or $3.12 per share, respectively. No income tax provision or benefit was recorded in either 2024 or 2023 as the Company has maintained
a full valuation reserve on its deferred tax assets.
Investor
Conference Call
The
Company will host an investor conference call at 11:15 a.m. EDT on Monday, August 19, 2024, to discuss its second quarter 2024 financial
results, corporate and individual subsidiary outlook, and previously announced corporate separation. Shareholders and other interested
parties may participate in the conference call by dialing 1-800-717-1738 and entering conference ID #63061 a few minutes before 11:15
a.m. Eastern on Monday, August 19, 2024.
For
additional news and information please visit DigitalAlly.com or follow additional Digital Ally Inc. social media channels here:
Facebook
| Instagram | LinkedIn | Twitter
Additional
Information and Where to Find It
In
connection with the business combination between Clover Leaf and Kustom Entertainment (the “Business Combination”), Clover
Leaf has filed a proxy statement and registration statement on Form S-4 (the “Proxy/Registration Statement”) with the SEC
(as defined herein), which includes a proxy statement to be distributed to holders of Clover Leaf’s common stock in connection
with Clover Leaf’s solicitation of proxies for the vote by Clover Leaf’s stockholders with respect to the Business Combination
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 Business Combination. After the Proxy/Registration Statement
has been approved by the SEC, Clover Leaf will mail a definitive proxy statement, when available, to its stockholders. Before making
any voting or investment decision, investors and security holders of Clover Leaf 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 the Business Combination and the parties to the Business Combination.
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 Clover Leaf through
the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite 1420, Miami, FL 33131.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can
be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which
are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained
in this press release. These forward-looking statements include, without limitation, the Company’s, Clover Leaf’s and Kustom
Entertainment’s expectations with respect to the proposed Business Combination between Clover Leaf and Kustom Entertainment, including
statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, 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. A wide variety of factors that may cause actual results to differ from the forward-looking statements include,
but are not limited to, the following: (1) our losses in recent years, including fiscal years 2023 and 2022; (2) economic and other risks
for our business from the effects of the COVID-19 pandemic, including the impacts on our law-enforcement and commercial customers, suppliers
and employees and on our ability to raise capital as required; (3) our ability to increase revenues, increase our margins and return
to consistent profitability in the current economic and competitive environment; (4) our operation in developing markets and uncertainty
as to market acceptance of our technology and new products; (5) the availability of funding from federal, state and local governments
to facilitate the budgets of law enforcement agencies, including the timing, amount and restrictions on such funding; (6) our ability
to deliver our new product offerings as scheduled in 2024, and whether new products perform as planned or advertised and whether they
will help increase our revenues; (7) whether we will be able to increase the sales, domestically and internationally, for our products
in the future; (8) our ability to maintain or expand our share of the market for our products in the domestic and international markets
in which we compete, including increasing our international revenues; (9) our ability to produce our products in a cost-effective manner;
(10) competition from larger, more established companies with far greater economic and human resources; (11) our ability to attract and
retain quality employees; (12) risks related to dealing with governmental entities as customers; (13) our expenditure of significant
resources in anticipation of sales due to our lengthy sales cycle and the potential to receive no revenue in return; (14) characterization
of our market by new products and rapid technological change; (15) that stockholders may lose all or part of their investment if we are
unable to compete in our markets and return to profitability; (16) defects in our products that could impair our ability to sell our
products or could result in litigation and other significant costs; (17) our dependence on key personnel; (18) our reliance on third-party
distributors and sales representatives for part of our marketing capability; (19) our dependence on a few manufacturers and suppliers
for components of our products and our dependence on domestic and foreign manufacturers for certain of our products; (20) our ability
to protect technology through patents and to protect our proprietary technology and information, such as trade secrets, through other
similar means; (21) our ability to generate more recurring cloud and service revenues; (22) risks related to our license arrangements;
(23) our revenues and operating results may fluctuate unexpectedly from quarter to quarter; (24) sufficient voting power by coalitions
of a few of our larger stockholders, including directors and officers, to make corporate governance decisions that could have a significant
effect on us and the other stockholders; (25) the sale of substantial amounts of our common stock that may have a depressive effect on
the market price of the outstanding shares of our common stock; (26) the possible issuance of common stock subject to options and warrants
that may dilute the interest of stockholders; (27) our nonpayment of dividends and lack of plans to pay dividends in the future; (28)
future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, lower our
value and make it more difficult for us to raise capital; (29) our additional securities available for issuance, which, if issued, could
adversely affect the rights of the holders of our common stock; (30) our stock price is likely to be highly volatile due to a number
of factors, including a relatively limited public float; (31) whether such technology will have a significant impact on our revenues
in the long-term; (32) whether we will be able to meet the standards for continued listing on the Nasdaq Capital Market; (33) indemnification
of our officers and directors; (34) risks related to our proposed business combination, including our ability to consummate the transactions
and our ability to realize some or all of the anticipated benefits therefrom; (35) the risk that the Business Combination may not be
completed in a timely manner or at all, which may adversely affect the price of the Company’s and Clover Leaf’s securities;
(36) the risk that the Business Combination may not be completed by Clover Leaf’s business combination deadline, even if extended
by its stockholders; (37) the potential failure to obtain an extension of the business combination deadline if sought by Clover Leaf;
(38) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Merger Agreement
by the stockholders of Clover Leaf; (39) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (40) the failure to obtain any applicable regulatory approvals required to consummate the Business Combination;
(41) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Business Combination;
(42) the effect of the announcement or pendency of the Business Combination on Kustom Entertainment’s business relationships, performance,
and business generally; (43) 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; (44) costs related to the Business Combination; (45) the outcome of any legal proceedings that may be instituted against
Kustom Entertainment or Clover Leaf following the announcement of the proposed Business Combination; (46) the ability to maintain the
listing of Clover Leaf’s securities on the Nasdaq prior to the Business Combination; (47) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities;
(48) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Kustom Entertainment operates;
(49) 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; (50) 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; (51) 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; (52)
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; (53) 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; (54) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics,
severe weather events and natural disasters; (55) 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;
(56) 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; (57) the risk that Kustom
Entertainment may never achieve or sustain profitability; (58) 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; (59) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations; (60) the risk that Kustom Entertainment is unable to secure or
protect its intellectual property; (61) the risk that the post-combination company’s securities will not be approved for listing
on Nasdaq or if approved, maintain the listing and (62) other risks and uncertainties indicated from time to time in the proxy statement
and/or prospectus to be filed relating to the Business Combination. These cautionary statements should not be construed as exhaustive
or as any admission as to the adequacy of the Company’s disclosures. The Company cannot predict or determine after the fact what
factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The
reader should consider statements that include the words “believes,” “expects,” “anticipates,” “intends,”
“estimates,” “plans,” “projects,” “should,” or other expressions that are predictions
of or indicate future events or trends, to be uncertain and forward-looking. It does not undertake to publicly update or revise forward-looking
statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially
affect the Company and its operations are contained in its filings with the SEC.
The
foregoing list of factors is not exhaustive. Recipients should carefully consider such factors, with respect to the proposed Business
Combination, and the other risks and uncertainties described and to be described in the “Risk Factors” section of Clover
Leaf’s Annual Report on Form 10-K filed for the year ended December 31, 2023 filed with the SEC on March 22, 2024 and subsequent
periodic reports filed by Clover Leaf with the SEC, the Proxy Statement and Registration Statement and other documents filed or to be
filed by Clover Leaf from time to time with the SEC. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements with respect to the
proposed Business Combination. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put
undue reliance on forward-looking statements with respect to the proposed Business Combination, and neither Kustom Entertainment nor
Clover Leaf assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law. Neither Kustom Entertainment nor Clover Leaf gives any assurance that either
Kustom Entertainment or Clover Leaf, or the combined company, will achieve its expectations.
Participants
in the Solicitation
Clover
Leaf 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 from the stockholders of Clover Leaf with respect
to the Business Combination. Information about the directors and executive officers of Clover Leaf is set forth in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 22, 2024. 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 Business Combination 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
communication 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.
For
Additional Information, Please Contact:
Stanton
E. Ross, CEO, at (913) 814-7774, or
Thomas
J. Heckman, CFO, at (913) 814-7774
(Financial
Highlights Follow)
DIGITAL
ALLY, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
JUNE
30, 2024 AND DECEMBER 31, 2023
| | |
June 30, 2024
(Unaudited) | | |
December 31, 2023 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 517,113 | | |
$ | 680,549 | |
| Accounts receivable – trade, net of $239,391 allowance – June 30, 2024 and $200,668 – December 31, 2023 | |
| 1,343,205 | | |
| 1,584,662 | |
| Other receivables, net of $25,000 allowance – June 30, 2024 and $5,000 – December 31, 2023 | |
| 3,545,833 | | |
| 3,107,634 | |
| Inventories, net | |
| 2,218,133 | | |
| 3,845,281 | |
| Prepaid expenses | |
| 6,620,477 | | |
| 6,366,368 | |
| | |
| | | |
| | |
| Total current assets | |
| 14,244,761 | | |
| 15,584,494 | |
| | |
| | | |
| | |
| Property, plant, and equipment, net | |
| 6,033,091 | | |
| 7,283,702 | |
| Goodwill and other intangible assets, net | |
| 16,281,622 | | |
| 16,510,422 | |
| Operating lease right of use assets, net | |
| 869,166 | | |
| 1,053,159 | |
| Other assets | |
| 5,898,575 | | |
| 6,597,032 | |
| | |
| | | |
| | |
| Total assets | |
$ | 43,327,215 | | |
$ | 47,028,809 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 11,501,822 | | |
$ | 10,732,089 | |
| Accrued expenses | |
| 3,380,005 | | |
| 3,269,330 | |
| Current portion of operating lease obligations | |
| 223,629 | | |
| 279,538 | |
| Contract liabilities – current portion | |
| 3,093,492 | | |
| 2,937,168 | |
| Notes payable – related party – current portion | |
| 2,700,000 | | |
| 2,700,000 | |
| Debt obligations – current portion | |
| 2,980,903 | | |
| 1,260,513 | |
| Warrant derivative liabilities | |
| 3,796,746 | | |
| 1,369,738 | |
| Income taxes payable | |
| — | | |
| 61 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 27,676,595 | | |
| 22,548,437 | |
| | |
| | | |
| | |
| Long-term liabilities: | |
| | | |
| | |
| Debt obligations – long term | |
| 4,898,418 | | |
| 4,853,237 | |
| Operating lease obligation – long term | |
| 692,423 | | |
| 827,836 | |
| Contract liabilities – long term | |
| 6,999,141 | | |
| 7,340,459 | |
| Lease Deposit | |
| 10,445 | | |
| 10,445 | |
| | |
| | | |
| | |
| Total liabilities | |
| 40,277,022 | | |
| 35,580,414 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ Equity: | |
| | | |
| | |
| Common stock, $0.001 par value per share; 200,000,000 shares authorized; shares issued: 3,502,037 shares issued – June 30, 2024 and 2,800,754 shares issued – December 31, 2023 | |
| 3,502 | | |
| 2,801 | |
| Additional paid in capital | |
| 128,995,997 | | |
| 128,441,083 | |
| Noncontrolling interest in consolidated subsidiary | |
| 734,354 | | |
| 673,292 | |
| Accumulated deficit | |
| (126,683,662 | ) | |
| (117,668,781 | ) |
| | |
| | | |
| | |
| Total stockholders’ equity | |
| 3,050,191 | | |
| 11,448,395 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 43,327,215 | | |
$ | 47,028,809 | |
(FOR
ADDITIONAL INFORMATION, PLEASE REFER TO THE COMPANY’S QUARTERLY REPORT
ON
FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2024 FILED WITH THE SEC ON AUGUST 16, 2024)
DIGITAL
ALLY, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE SIX MONTHS ENDED
JUNE
30, 2024 AND 2023
(Unaudited)
| | |
For the three months ended June 30, | | |
For the six months ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenue: | |
| | |
| | |
| | |
| |
| Product | |
$ | 2,207,601 | | |
$ | 3,077,661 | | |
$ | 3,773,447 | | |
$ | 5,531,469 | |
| Service and other | |
| 3,408,634 | | |
| 5,201,971 | | |
| 7,372,139 | | |
| 10,445,351 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total revenue | |
| 5,616,235 | | |
| 8,279,632 | | |
| 11,145,586 | | |
| 15,976,820 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | | |
| | |
| Product | |
| 3,419,254 | | |
| 2,219,515 | | |
| 4,986,647 | | |
| 4,520,616 | |
| Service and other | |
| 1,954,589 | | |
| 3,323,077 | | |
| 4,395,109 | | |
| 7,174,375 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total cost of revenue | |
| 5,373,843 | | |
| 5,542,592 | | |
| 9,381,756 | | |
| 11,694,991 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 242,392 | | |
| 2,737,040 | | |
| 1,763,830 | | |
| 4,281,829 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development expense | |
| 545,776 | | |
| 540,276 | | |
| 1,033,242 | | |
| 1,475,215 | |
| Selling, advertising and promotional expense | |
| 728,906 | | |
| 2,104,625 | | |
| 1,487,762 | | |
| 3,952,115 | |
| General and administrative expense | |
| 2,881,931 | | |
| 5,032,843 | | |
| 6,796,019 | | |
| 9,968,010 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total selling, general and administrative expenses | |
| 4,156,613 | | |
| 7,677,744 | | |
| 9,317,023 | | |
| 15,395,340 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (3,914,221 | ) | |
| (4,940,704 | ) | |
| (7,553,193 | ) | |
| (11,113,511 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 29,933 | | |
| 55,730 | | |
| 49,289 | | |
| 71,085 | |
| Interest expense | |
| (1,085,063 | ) | |
| (1,515,509 | ) | |
| (1,733,690 | ) | |
| (1,521,049 | ) |
| Other income | |
| 30,445 | | |
| 25,394 | | |
| 58,046 | | |
| 50,786 | |
| Loss on accrual for legal settlement | |
| — | | |
| (1,792,308 | ) | |
| — | | |
| (1,792,308 | ) |
| Loss on conversion of convertible note | |
| — | | |
| (93,386 | ) | |
| — | | |
| (93,386 | ) |
| Change in fair value of warrant derivative liabilities | |
| (2,819 | ) | |
| (59,766 | ) | |
| (351,710 | ) | |
| (59,766 | ) |
| Change in fair value of contingent consideration promissory notes | |
| — | | |
| — | | |
| — | | |
| 158,021 | |
| Gain on extinguishment of liabilities | |
| — | | |
| — | | |
| 682,345 | | |
| — | |
| Loss on extinguishment of debt | |
| (68,827 | ) | |
| | | |
| (68,827 | ) | |
| | |
| Gain on sale of intangibles | |
| — | | |
| — | | |
| 5,582 | | |
| — | |
| Loss on sale of property, plant and equipment | |
| — | | |
| — | | |
| (41,661 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Total other income (expense) | |
| (1,096,331 | ) | |
| (3,379,845 | ) | |
| (1,400,626 | ) | |
| (3,186,617 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income tax benefit | |
| (5,010,551 | ) | |
| (8,320,549 | ) | |
| (8,953,819 | ) | |
| (14,300,128 | ) |
| Income tax benefit | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (5,010,551 | ) | |
| (8,320,549 | ) | |
| (8,953,819 | ) | |
| (14,300,128 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (income) attributable to noncontrolling interests of consolidated subsidiary | |
| (73,310 | ) | |
| (72,755 | ) | |
| (61,063 | ) | |
| (198,994 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to common stockholders | |
$ | (5,083,861 | ) | |
$ | (8,393,304 | ) | |
$ | (9,014,882 | ) | |
$ | (14,499,122 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share information: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (1.74 | ) | |
$ | (3.01 | ) | |
$ | (3.12 | ) | |
$ | (5.24 | ) |
| Diluted | |
$ | (1.74 | ) | |
$ | (3.01 | ) | |
$ | (3.12 | ) | |
$ | (5.24 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 2,921,307 | | |
| 2,785,663 | | |
| 2,891,205 | | |
| 2,768,683 | |
| Diluted | |
| 2,921,307 | | |
| 2,785,663 | | |
| 2,891,205 | | |
| 2,768,683 | |
(FOR
ADDITIONAL INFORMATION, PLEASE REFER TO THE COMPANY’S ANNUAL REPORT
ON
FORM 10-K FOR THE SIX MONTHS ENDED JUNE 30, 2024 FILED WITH THE SEC ON AUGUST 16, 2024)
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