Digital Ally amends common stock purchase agreement; will issue shares and cash for commitment fee

KUSTOM ENTERTAINMENT, INC.

On November 7, 2025, Digital Ally entered into the First Amendment to Common Stock Purchase Agreement with an investor.
The amendment requires payment of the Commitment Fee partly in shares (up to 19.99% of outstanding) and partly in cash from 30% of future financing proceeds.
The commitment shares are unregistered, issued under Section 4(a)(2) and Rule 506 of Regulation D, with restrictive legends.
Shares valuation uses 5-day VWAP ending after stockholder approval or resale registration effectiveness, with a cap at the full commitment fee.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

KUSTOM ENTERTAINMENT, INC. issued 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement of common stock to Investor (a certain investor) for commitment fee paid in shares and cash.

Security: common stock
Shares: 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement
Purchaser: Investor (a certain investor)
Consideration: commitment fee paid in shares and cash

Exact text from the filing

the Company shall cause the Commitment Fee (as defined in the Purchase Agreement) to be paid to the Investor on the date of the Amendment, which will be paid (i) in shares of Common Stock equal to 19.99% of the shares of Common Stock outstanding on the date of execution of the Purchase Agreement

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KUSTOM ENTERTAINMENT, INC. filing history →

Source: SEC EDGAR

accession 0001493152-25-021892

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