Correspondence 0001493152-25-025058 from KUSTOM ENTERTAINMENT, INC. (KUST)
KUSTOM ENTERTAINMENT, INC.
Date: Nov. 25, 2025 · CIK: 0001342958 · Accession: 0001493152-25-025058
AI Filing Summary & Sentiment
Reasoning
Letter
Digital Ally, Inc.
College Blvd.
Overland Park, KS 66211
November 26, 2025
Via EDGAR
Erin Donahue and Evan Ewing
Division of Corporation Finance
Office of Manufacturing
F Street, NE
Securities and Exchange Commission
Washington, D.C. 20549
Re:
Digital Ally, Inc.
Draft Registration Statement on Form S-1
Submitted September 26, 2025
CIK No. 0001342958
Ladies and Gentlemen:
This correspondence responds to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-mentioned Draft Registration Statement on Form S-1 submitted on September 26, 2025 (“DRS”) 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 the Registration Statement on Form S-1 (the “Registration Statement”).
Draft Registration Statement on Form S-1 submitted September 26, 2025
Plan of Distribution, page 18
1. We note your disclosure that the Selling Stockholders “may be deemed to be “underwriters” within the meaning of the Securities Act...” Please clarify that the Selling Stockholder is an underwriter. Refer to Securities Act Sections Compliance and Disclosure Interpretations Question 139.13.
Response: In response to the Staff’s comment, we respectfully submit that we have revised the Plan of Distribution on page 18 of the Registration Statement to clarify that the Selling Stockholder is an underwriter.
General
2. If true, please revise the cover page to clearly state the Common Stock Purchase Agreement, dated September 15, 2025, provides for a committed equity financing facility. Additionally, revise the cover page to clearly state whether the resale shares are issued or are issuable pursuant to the Common Stock Purchase Agreement.
Response: In response to the Staff’s comment, we respectfully submit that we have revised the disclosure on the cover page of the Registration Statement.
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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Digital
Ally, Inc.
6366
College Blvd.
Overland
Park, KS 66211
November
26, 2025
Via
EDGAR
Erin
Donahue and Evan Ewing
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, NE
Securities
and Exchange Commission
Washington,
D.C. 20549
Re:
Digital
Ally, Inc.
Draft
Registration Statement on Form S-1
Submitted
September 26, 2025
CIK
No. 0001342958
Ladies
and Gentlemen:
This
correspondence responds to the comments received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the above-mentioned Draft Registration Statement on Form S-1 submitted on September 26, 2025 (“DRS”) 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 the Registration Statement on Form S-1 (the “Registration Statement”).
Draft
Registration Statement on Form S-1 submitted September 26, 2025
Plan
of Distribution, page 18
1.
We
note your disclosure that the Selling Stockholders “may be deemed to be “underwriters” within the meaning of the
Securities Act...” Please clarify that the Selling Stockholder is an underwriter. Refer to Securities Act Sections Compliance
and Disclosure Interpretations Question 139.13.
Response:
In response to the Staff’s comment, we respectfully submit that we have revised the Plan of Distribution on page 18 of the Registration
Statement to clarify that the Selling Stockholder is an underwriter.
General
2.
If
true, please revise the cover page to clearly state the Common Stock Purchase Agreement, dated September 15, 2025, provides for a
committed equity financing facility. Additionally, revise the cover page to clearly state whether the resale shares are issued or
are issuable pursuant to the Common Stock Purchase Agreement.
Response:
In response to the Staff’s comment, we respectfully submit that we have revised the disclosure on the cover page of the Registration
Statement.
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