DIGITAL ALLY, INC. (NASDAQ:DGLY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The information required to be disclosed by this Item 5.03 is set
forth below in the penultimate paragraph of Item 8.01 of this
Current Report on Form 8-K and is incorporated herein by
reference.

Item 8.01 Other Events.

Digital Ally, Inc. (the Company) plans to hold a Special Meeting
of its shareholders on August 14, 2017. The Company will transmit
a proxy statement regarding the Special Meeting in advance of the
Special Meeting.

The Company held annual meetings of its shareholders (the Annual
Meetings) in 2015 and 2016 The shareholders voted on two
proposals at such Annual Meetings relating to amendments of the
Articles of Incorporation of the Company to increase the number
of authorized shares of its capital stock and create a class of
blank check preferred (the Blank Check Preferred).

At the 2015 Annual Meeting, the Company reported in a Form 8-K,
dated June 12, 2015, that the stockholders had voted to approve
the amendment of its Articles of Incorporation to increase the
number of authorized shares of its Common Stock that it may issue
from 9,375,000 to 25,000,000 (the Share Increase Amendment). On
June 16, 2015, the Company filed the Share Increase Amendment
with the Nevada Secretary of State and it became effective the
same day.

At the 2016 Annual Meeting, the Company reported in a Form 8-K,
dated May 13, 2016, that the stockholders had voted to approve
the amendment of its Articles of Incorporation to increase the
number of authorized shares of its capital stock from 25,000,000
to 35,000,000, of which 10,000,000 shares would be classified as
Blank Check Preferred (the Blank Check Preferred Amendment). On
June 24, 2016, the Company filed the Blank Check Preferred
Amendment with the Nevada Secretary of State, and it became
effective the same day.

A question has been raised recently regarding the validity of the
votes taken on both proposals at these Annual Meetings. In this
connection and to eliminate any uncertainty that may exist
related to the effectiveness of the Share Increase Amendment, the
Company will hold a Special Meeting on August 14, 2017 to ratify
the filing and effectiveness of the Share Increase Amendment in
accordance with certain provisions of the Nevada Revised Statutes
that govern such a matter. It is important to note that the
Company has not issued, or reserved for issuance, any shares of
its Common Stock in excess of 9,375,000, the pre-Share Increase
Amendment number. Further, it will not issue, or reserve for
issuance, any shares of its Common Stock in excess of 9,375,000
unless the vote at the Special Meeting is in favor of the
ratification of the Share Increase Amendment.

The Company has determined that there is a problem with the vote
taken respecting the Blank Check Preferred Amendment. It relates
to the authority of brokers to vote in favor of the Blank Check
Preferred Amendment without instructions from the beneficial
owners of certain of the outstanding shares in accordance with
the rules of the NYSE that govern how the brokers may cast such
votes and instructions in the Voting Instruction Form transmitted
to such beneficial owners. Based on information the Company has
recently received, the instructions in the Voting Instruction
Form sent to beneficial owners stating that the brokers could
vote in their discretion on the Blank Check Preferred Amendment
were erroneous, and the brokers votes in favor should not have
been counted. Accordingly, the Company will make appropriate
filings with the Nevada Secretary of State to rescind the Blank
Check Preferred Amendment. It is important to note in this
connection that the Company has not issued, or committed to
issue, any shares of the Blank Check Preferred.

Additional Information and Where to Find It

The Company has filed with the Securities and Exchange Commission
(the SEC) a definitive proxy statement in connection with the
ratification of the Share Increase Amendment to be considered by
the shareholders of the Company at the 2017 Special Meeting. The
definitive proxy statement will be sent or made available to the
shareholders of the Company of record as of June 28, 2017 and
will contain important information about the ratification of the
Share Increase Amendment to be considered at the 2017 Special
Meeting. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN
ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE RATIFICATION OF THE SHARE INCREASE AMENDMENT TO BE CONSIDERED
AT THE 2017 SPECIAL MEETING. This Current Report on Form 8-K does
not constitute a solicitation of any vote or approval.

Investors will be able to obtain the definitive proxy statement
and any other relevant documents free of charge at the SEC web
site (www.sec.gov). In addition, documents filed with the SEC by
the Company will be available free of charge from the Company by
contacting the Corporate Secretary at Digital Ally, Inc., 9705
Loiret Boulevard, Lenexa, Kansas 66219, telephone (913) 814-7774.

Participants in the Solicitation

The directors, executive officers and certain other members of
management and employees of the Company may be deemed
participants in the solicitation of proxies from shareholders of
the Company in connection with the matters to be considered at
the 2017 Special Meeting. Information regarding the persons who
may, under the rules of the SEC, be considered participants in
the solicitation of the shareholders of the Company in connection
with such matters are set forth in the definitive proxy statement
filed with the SEC. In addition, information about the Companys
executive officers and directors may be found in the Companys
Annual Report on Form 10-K for the year ended December 31, 2016
and in its definitive proxy statement filed with the SEC on April
3, 2017.

About DIGITAL ALLY, INC. (NASDAQ:DGLY)

Digital Ally, Inc. produces digital video imaging and storage products for use in law enforcement, security and commercial applications. The Company’s products include in-car digital video/audio recorder contained in a rear-view mirror for use in law enforcement and commercial fleets; a system that provides its law enforcement customers with audio/video surveillance from multiple vantage points and hands-free automatic activation of body-worn cameras and in-car video systems; a weather-resistant mobile digital video recording system for use on motorcycles, all-terrain vehicles (ATVs) and boats; a miniature digital video system designed to be worn on an individual’s body, and a hand-held laser speed detection device that it offers primarily to law enforcement agencies. The Company sells its products to law enforcement agencies and other security organizations, consumer and commercial fleet operators through direct sales domestically and third-party distributors internationally.