13G Filing: Empery Asset Management, LP and Digital Ally Inc (DGLY)

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1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

6

SHARED VOTING POWER

690,000 shares of Common Stock

150,000 shares of Common Stock
issuable upon exercise of Series A-2 Warrants (See Item 4)*

60,000 shares of Common Stock issuable
upon exercise of Series B Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

690,000 shares of Common Stock

150,000 shares of Common Stock
issuable upon exercise of Series A-2 Warrants (See Item 4)*

60,000 shares of Common Stock issuable
upon exercise of Series B Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

690,000 shares of Common Stock

150,000 shares of Common Stock
issuable upon exercise of Series A-2 Warrants (See Item 4)*

60,000 shares of Common Stock issuable
upon exercise of Series B Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

* As more fully described in Item 4, the Series B Warrants are subject
to a 9.99% blocker, the Series A-2 Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

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