Kustom Entertainment (NASDAQ: DGLY) updates 8-K on non-binding Cycurion MOU

Rhea-AI Filing Summary

Kustom Entertainment, Inc. filed an amended current report to revise a prior disclosure about a potential business change. The amendment reclassifies an earlier filing from Item 5.02 to Item 8.01, which is used for other important events.

The company previously announced that it signed a non-binding Memorandum of Understanding with Cycurion, Inc. for a contemplated divestiture of its Video Solutions Segment. That potential divestiture, along with references to its live event production business and proprietary online ticketing platform, is described in a press release attached as Exhibit 99.1. The filing highlights that these statements are forward-looking and subject to risks and uncertainties, meaning the contemplated transaction may not occur as currently described.

Insights

Equity analyst

Amended filing tidies classification of a previously disclosed, non-binding divestiture MOU.

Kustom Entertainment, Inc. updated a prior current report by moving the disclosure about its non-binding Memorandum of Understanding with Cycurion, Inc. from Item 5.02 to Item 8.01. This change clarifies that the disclosure relates to an important corporate event rather than to matters like executive appointments or departures typically covered under Item 5.02.

The underlying business topic is a contemplated divestiture of the company’s Video Solutions Segment, described in a press release attached as Exhibit 99.1. Because the MOU is expressly non-binding and the filing emphasizes extensive forward-looking statement caveats, there is no assurance the divestiture or related strategic shift will be completed. Future company communications would be needed to confirm any definitive agreement or closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2026 (January 22, 2026)

Digital Ally, Inc

KUSTOM ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-33899		20-0064269
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

6366 College Blvd., Overland Park, KS 66211

(Address of Principal Executive Offices) (Zip Code)

(913) 814-7774

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		KUST		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

Kustom Entertainment, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on January 22, 2026 (the “Original Form 8-K)”, to change Item 5.02 to Item 8.01.

Item 8.01. Other Events.

On January 22, 2026, the Company issued a press release announcing that it has entered into a non-binding Memorandum of Understanding (“MOU”) with Cycurion, Inc. regarding the contemplated divestiture of the Company’s Video Solutions Segment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Exhibit 99.1 attached to this Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the MOU, references to the live event production business and its proprietary on-line ticketing platform, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned, including, without limitation, risks and uncertainties related to the MOU, and there being no guarantee that the trading price of the Company’s common stock will be indicate of the Company’s value. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated January 22, 2026.
104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 27, 2026

Kustom Entertainment, Inc.
By:	/s/ Stanton E. Ross
Name:	Stanton E. Ross
Title:	Chairman, President and Chief Executive Officer

FAQ

What did Kustom Entertainment, Inc. (DGLY) change in this 8-K/A?

The company amended a prior current report to move its disclosure about a non-binding Memorandum of Understanding with Cycurion, Inc. from Item 5.02 to Item 8.01, clarifying it as an other event disclosure.

What potential transaction involving Kustom Entertainment, Inc. (DGLY) is mentioned?

The filing references a non-binding Memorandum of Understanding with Cycurion, Inc. regarding a contemplated divestiture of Kustom Entertainment’s Video Solutions Segment, detailed in an attached press release.

Is the divestiture of Kustom Entertainment’s Video Solutions Segment definitive?

No. The Memorandum of Understanding with Cycurion, Inc. is described as non-binding, and the company includes forward-looking statement cautions that the contemplated divestiture may not occur as anticipated.

Where can investors find more details on Kustom Entertainment’s MOU with Cycurion, Inc.?

Additional details are provided in the press release dated January 22, 2026, which is attached as Exhibit 99.1 and incorporated by reference in the filing.

What forward-looking statement warnings does Kustom Entertainment (DGLY) provide?

The company notes that statements about the MOU, the contemplated divestiture, and its live event production and online ticketing business are forward-looking, subject to risks and uncertainties that could cause actual results to differ materially.

Who signed the amended report for Kustom Entertainment, Inc. (DGLY)?

The amended report was signed on behalf of Kustom Entertainment, Inc. by Stanton E. Ross, the company’s Chairman, President and Chief Executive Officer.