DIGITAL ALLY, INC.

Regulatory Filings • Jan 6, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2022 (January 5, 2022)

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DIGITAL ALLY, INC.

(Exact Name of Registrant as Specified in Charter)

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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)

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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)) |

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective January 5, 2022, the Compensation Committee of the Board of Directors (the “Committee”) of the Company set the annu0al base salaries of Stanton E. Ross, President Officer and Chief Executive Officer, Peng Han, Chief Operating Officer and, and Thomas J. Heckman, Chief Financial Officer, Treasurer and Secretary, at $300,000, $250,000 and $120,000, respectively for 2022.

The Committee determined that Stanton E. Ross will be eligible for bonuses of up to a total of $300,000 in 2022, Peng Han will be eligible for bonuses of up to a total of $125,000 in 2022 and Thomas J. Heckman will be eligible for bonuses of up to a total of $115,000 in 2022 based on each person’s performance during the year. The Committee will review each executive officer’s performance on a periodic basis during 2022 and determine what, if any, portion of the bonus he has earned and will be paid as of such point.

The Committee awarded Stanton E. Ross 350,000 shares of restricted common stock that will vest one half on January 5, 2023 and one half on January 5, 2024 provided that he remains an officer on such dates. Peng Han was awarded 100,000 shares of restricted common stock that will vest 20,000 shares on January 5, 2023, January 5, 2024, January 5, 2025, January 5, 2026 and January 5, 2027 provided that he remains an officer on such dates. In addition, Thomas J. Heckman was awarded 75,000 shares of restricted common stock, that will vest on March 31, 2023 provided that he remains an officer on such dates.

The information contained in this 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.

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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: January 6, 2022

| Digital
Ally, Inc. | |
| --- | --- |
| By: | /s/ Stanton E. Ross |
| Name: | Stanton
E. Ross |
| Title: | Chairman,
President and Chief Executive Officer |

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