SEC Company Response from DIGITAL ALLY, INC. (KUST) (CIK 0001342958) (KUST) — Apr 16, 2015
DIGITAL ALLY, INC. (KUST) (CIK 0001342958)
Date: April 16, 2015 · CIK: 0001342958 · Accession: 0001493152-15-001477
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33899
Referenced dates: April 16, 2015
Letter
United States Securities and Exchange Commission Division of Corporate Finance Re: Digital Ally, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 13, 2015 File No. 001-33899
Dear Mr. Spirgel:
By letter dated April 16, 2015, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) provided Digital Ally, Inc. (the “Company”) with a comment to the Company’s Preliminary Proxy Statement on Schedule 14A filed on April 13, 2015. This letter contains the Company’s response to the Staff’s comment.
Concurrently with the delivery of this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A.
Proposal Two, page 17
1. We note your plans to increase the total number of authorized shares of your capital stock, all of which you plan to classify as common stock. Please revise your disclosure to describe any plans, commitments, arrangements, understanding or agreements, whether written or oral, to issue any of the shares that will be newly available following the approval of such authorized shares. If you have no such plans or intentions, please revise your disclosure to so state.
COMPANY RESPONSE
We have revised our disclosure to include the following additional language:
We do not have any plans, commitments, arrangements, understanding or agreements, whether written or oral, to issue any of the shares that will be newly available following the approval of the proposed increase in the number of authorized shares.
In providing this response, the Company acknowledges that:
● the action of the Commission or the staff, acting pursuant to delegated authority, in accepting Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A; and
● should the Commission or the staff, acting pursuant to delegated authority, accept the changes to disclosure in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A, that act will not foreclose the Commission from taking any action with respect to the filing; and
● the Company may not assert staff comments or the acceptance of Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
* * *
Please direct questions regarding this response letter to the undersigned at 913-232-5349.
Very
truly yours,
/s/ Stanton
E. Ross
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CORRESP
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DIGITAL
ALLY, INC.
9705
LOIRET BLVD.
LENEXA,
KS 66219
Mr. Larry Spirgel April 16, 2015
Assistant
Director
United States
Securities and Exchange Commission
Division of Corporate Finance
00 F Street,
N.E.
Washington,
D.C. 20549
Re:
Digital
Ally, Inc.
Preliminary
Proxy Statement on Schedule 14A
Filed
April 13, 2015
File
No. 001-33899
Dear Mr.
Spirgel:
By
letter dated April 16, 2015, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”)
provided Digital Ally, Inc. (the “Company”) with a comment to the Company’s Preliminary Proxy Statement
on Schedule 14A filed on April 13, 2015. This letter contains the Company’s response to the Staff’s comment.
Concurrently
with the delivery of this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A.
Proposal
Two, page 17
1.
We
note your plans to increase the total number of authorized shares of your capital stock, all of which you plan to classify
as common stock. Please revise your disclosure to describe any plans, commitments, arrangements, understanding or agreements,
whether written or oral, to issue any of the shares that will be newly available following the approval of such authorized
shares. If you have no such plans or intentions, please revise your disclosure to so state.
COMPANY
RESPONSE
We
have revised our disclosure to include the following additional language:
We
do not have any plans, commitments, arrangements, understanding or agreements, whether written or oral, to issue any of the shares
that will be newly available following the approval of the proposed increase in the number of authorized shares.
In
providing this response, the Company acknowledges that:
●
the
action of the Commission or the staff, acting pursuant to delegated authority, in accepting Amendment No. 1 to the Preliminary
Proxy Statement on Schedule 14A does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosures in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A; and
●
should
the Commission or the staff, acting pursuant to delegated authority, accept the changes to disclosure in Amendment No. 1 to
the Preliminary Proxy Statement on Schedule 14A, that act will not foreclose the Commission from taking any action with respect
to the filing; and
●
the
Company may not assert staff comments or the acceptance of Amendment No. 1 to the Preliminary Proxy Statement on Schedule
14A as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.
*
* *
Please
direct questions regarding this response letter to the undersigned at 913-232-5349.
Very
truly yours,
/s/ Stanton
E. Ross
Stanton E.
Ross, Chairman, CEO and President
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