Digital Ally S-3 Filing For ~1.103M Shares

This prospectus covers an aggregate of up to 1,102,504 shares of our common stock, $0.001 par value per share that may be offered from time to time by the selling stockholders named in this prospectus. The shares being offered by this prospectus consist of: ● up to 222,738 shares issuable upon the exercise of Series B Common Stock Purchase Warrants (the "Series A Warrants"); and ● up to 879,766 shares issuable upon the exercise of Series C Common Stock Purchase Warrants (the "Series C Warrants"). This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilution adjustment pursuant to the terms of the Series B Warrants or Series C Warrants (collectively, the "Warrants") issued to the selling stockholders by reason of stock splits, stock dividends, and other events described therein. We issued the Warrants to the selling stockholders in a private placement we made to them that closed on July 22, 2015 (the "July 2015 Private Placement"). Before purchasing any of the shares covered by this prospectus, carefully read and consider the risk factors in the section entitled "Risk Factors." Our common stock is currently quoted on the Nasdaq Capital Market under the symbol "DGLY." On August 31, 2015 the last reported sales price of our common stock was $8.34 per share. Investing in our common stock involves a high degree of risk. You should carefully consider the matters discussed under the section entitled "Risk Factors" in this prospectus and included in our periodic reports and other information filed with the Securities and Exchange Commission before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.