Correspondence 0001493152-25-002491 from KUSTOM ENTERTAINMENT, INC. (KUST)
KUSTOM ENTERTAINMENT, INC.
Date: Jan. 16, 2025 · CIK: 0001342958 · Accession: 0001493152-25-002491
AI Filing Summary & Sentiment
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File numbers found in text: 333-284092
Letter
Digital Ally, Inc.
Marshall Drive
Lenexa, KS 66215
January 16, 2025
Via EDGAR
Jenny O’Shanick and Asia Timmons-Pierce
Division of Corporation Finance
Office of Manufacturing
F Street, NE
Securities and Exchange Commission
Washington, D.C. 20549
Re:
Digital Ally, Inc.
Registration Statement on Form S-1
Filed December 30, 2024
File No. 333-284092
Ladies and Gentlemen:
This correspondence responds to the letter, dated January 8, 2025, received from the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-mentioned Registration Statement on Form S-1 filed on December 30, 2024 (the “Registration Statement”) by Digital Ally, Inc. (the “Company”, “we”, “us” or “our”). For convenience, the Staff’s comments are restated below in bold text, with the comments followed by our responses. We are concurrently filing with this letter Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).
Registration Statement on Form S-1
General
1. We note that you incorporate information by reference into your registration statement. However, since you have not filed your Form 10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. See General Instruction VII.C of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form 10-K for the fiscal year ended December 31, 2024, and update accordingly.
Response: In response to the Staff’s comment, we respectfully submit that we are eligible to incorporate by reference pursuant to General Instruction VII.C of Form S-1 because the Registration Statement was initially filed prior to our fiscal year ending December 31, 2024.
2. Please update your compensation disclosure to reflect the fiscal year ended December 31, 2024. Refer to Item 402 of Regulation S-K and Question 117.05 of Regulation S-K Compliance and Disclosure Interpretations.
Response: In response to the Staff’s comment, we have updated our compensation disclosure in the Amendment to reflect the fiscal year ended December 31, 2024 starting on page 23.
3. Please disclose that you have received a notice from Nasdaq indicating that you are no longer in compliance with Nasdaq Listing Rule 5550(b)(1). Please add related disclosure to the prospectus summary, as well as risk factor disclosure related to the potential delisting from the exchange.
Response: In response to the Staff’s comment, we have disclosed that we have received a notice from Nasdaq indicating that we are no longer in compliance with Nasdaq Listing Rule 5550(b)(1) in the prospectus summary on page 4 and in the risk factors on page 19 in the Amendment.
4. We note your disclosure on page 25 that your selling securityholders may sell their securities through purchases by a broker-dealer as principal and resale by the broker-dealer for its own account. Please confirm your understanding that this would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Response: In response the Staff’s comment, we confirm our understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that we will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information.
We hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.
Very
truly yours,
/s/
Stanton E. Ross
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filename1.htm
Digital
Ally, Inc.
14001
Marshall Drive
Lenexa,
KS 66215
January
16, 2025
Via
EDGAR
Jenny
O’Shanick and Asia Timmons-Pierce
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, NE
Securities
and Exchange Commission
Washington,
D.C. 20549
Re:
Digital
Ally, Inc.
Registration
Statement on Form S-1
Filed
December 30, 2024
File
No. 333-284092
Ladies
and Gentlemen:
This
correspondence responds to the letter, dated January 8, 2025, received from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the above-mentioned Registration Statement on Form S-1 filed on December 30, 2024 (the “Registration
Statement”) by Digital Ally, Inc. (the “Company”, “we”, “us” or “our”).
For convenience, the Staff’s comments are restated below in bold text, with the comments followed by our responses. We are concurrently
filing with this letter Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).
Registration
Statement on Form S-1
General
1.
We
note that you incorporate information by reference into your registration statement. However, since you have not filed your Form
10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. See General Instruction VII.C
of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form
10-K for the fiscal year ended December 31, 2024, and update accordingly.
Response:
In response to the Staff’s comment, we respectfully submit that we are eligible to incorporate by reference pursuant to General
Instruction VII.C of Form S-1 because the Registration Statement was initially filed prior to our fiscal year ending December 31, 2024.
2.
Please
update your compensation disclosure to reflect the fiscal year ended December 31, 2024. Refer to Item 402 of Regulation S-K and Question
117.05 of Regulation S-K Compliance and Disclosure Interpretations.
Response:
In response to the Staff’s comment, we have updated our compensation disclosure in the Amendment to reflect the fiscal year ended
December 31, 2024 starting on page 23.
3.
Please
disclose that you have received a notice from Nasdaq indicating that you are no longer in compliance with Nasdaq Listing Rule 5550(b)(1).
Please add related disclosure to the prospectus summary, as well as risk factor disclosure related to the potential delisting from
the exchange.
Response:
In response to the Staff’s comment, we have disclosed that we have received a notice from Nasdaq indicating that we are no longer
in compliance with Nasdaq Listing Rule 5550(b)(1) in the prospectus summary on page 4 and in the risk factors on page 19 in the Amendment.
4.
We
note your disclosure on page 25 that your selling securityholders may sell their securities through purchases by a broker-dealer
as principal and resale by the broker-dealer for its own account. Please confirm your understanding that this would constitute a
material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.
Response:
In response the Staff’s comment, we confirm our understanding, consistent with the undertaking required by Item 512(a)(1)(iii)
of Regulation S-K, that we will file a post-effective amendment to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such information.
We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.
Very
truly yours,
/s/
Stanton E. Ross
Stanton
E. Ross
Chairman
and Chief Executive Officer
Digital
Ally, Inc.
cc:
David
E. Danovitch, Esq., Sullivan & Worcester LLP
Joseph
E. Segilia, Esq., Sullivan & Worcester LLP
Aaron
M. Schleicher, Esq., Sullivan & Worcester LLP