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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 8, 2026
KUSTOM
ENTERTAINMENT, INC.
(Exact
Name of Registrant as Specified in Charter)DIGITAL ALLY, INC.
| Nevada |
|
001-33899 |
|
20-0064269 |
| (State
or other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
6366
College Blvd., Overland Park, KS 66211
(Address
of Principal Executive Offices) (Zip Code)
(913)
814-7774
(Registrant’s
telephone number, including area code)
Digital
Ally, Inc.
(Former
name or former address, if changed since last report)
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)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
KUST |
|
The
Nasdaq Capital Market LLC |
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse
Stock Split
Effective
as of January 8, 2026, Digital Ally, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”)
to its Articles of Incorporation, as amended (the “Articles of Incorporation”) adopted by the Company’s Board of Directors
(the “Board”) and filed with the Secretary of State of the State of Nevada on January 6, 2026, to effect a reverse stock
split at a ratio of one-for-three (1-for-3), such that every three (3) shares of the Company’s common stock, par value $0.001 (the
“Common Stock”) issued and outstanding would be converted and exchanged into one (1) share of Common Stock (the “Reverse
Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on January 8, 2026, and began trading on the
Nasdaq Capital Market on a split-adjusted basis at the start of trading on January 8, 2026.
The
number of outstanding shares of Common Stock prior to the Reverse Stock Split was 2,402,498 and the number of outstanding shares of Common
Stock following the Reverse Stock Split is 801,006. No fractional shares were issued in connection with the Reverse Stock Split, and
any fractional shares that resulted from the Reverse Stock Split were rounded up to the nearest whole share. The new CUSIP number for
the Common Stock is 25382T 507.
The
foregoing description of the Certificate of Change does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Certificate of Change, a copy of which is attached to this Current Report on Form 8-K (this “Form
8-K”) as Exhibits 3.1, and which is incorporated by reference herein.
Name
and Ticker Symbol Change
Effective
as of January 8, 2026, the Company changed its corporate name from Digital Ally, Inc. to Kustom Entertainment, Inc. pursuant to a Certificate
of Amendment (the “Name Change Certificate of Amendment”) to the Articles of Incorporation, as filed with the Nevada Secretary
of State on January 6, 2026 (the “Name Change”). The Name Change became effective at 12:03 a.m. Eastern Time on January 8,
2026, and the Company began trading on the Nasdaq Capital Market under the new name at the start of trading on January 8, 2026.
Additionally,
the Board approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately
after the effectiveness of the Name Change. The changes to the Bylaws are solely intended to reflect the Name Change. In accordance with
the Nevada Revised Statutes and the provisions of the Company’s organizational documents, the Board approved the Bylaws and stockholder
approval was not required for such amendment.
The
information set forth herein is qualified in its entirety by reference to, and should be read in conjunction with, the complete text
of the Name Change Certificate of Amendment and the Bylaws, filed herewith as Exhibits 3.2 and 3.3, respectively, which are incorporated
by reference herein.
Item
8.01 Other Events.
New
Nasdaq Ticker Symbol
In
connection with the Name Change, the Company changed its trading symbol on the Nasdaq Capital Market for the Common Stock, from “DGLY”
to “KUST”. The trading symbol change is effective as of the open of trading on January 8, 2026 (the “Symbol Change”).
The
Symbol Change does not affect the rights of the Company’s stockholders. Stockholders do not need to take any action in connection
with the Name Change or Symbol Change. There will be no change to the Company’s CUSIP in connection with the Name Change or Symbol
Change.
Press
Release
On
January 5, 2026, the Company issued a press release announcing the Name Change, the Symbol Change and the Reverse Stock Split (the “Press
Release”). A copy of the Press Release is filed as Exhibit 99.1 to this 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 Reverse Stock Split, Name Change or Symbol Change, references to the live event production business and its proprietary on-line ticketing
platform, the Company’s expectations and shift in focus to its 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 Reverse Stock Split, the Name Change, the Symbol Change, the growth of the live event industry, 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.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate
of Change to the Articles of Incorporation of Digital Ally, Inc., effective on January 8, 2026. |
| 3.2 |
|
Certificate
of Amendment to the Articles of Incorporation of Kustom Entertainment, Inc., effective on January 8, 2026. |
3.3
|
|
Amendment
to the Amended and Restated Bylaws of Kustom Entertainment, Inc., effective on January 8,
2026. |
| 99.1 |
|
Press Release dated January 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
Date:
January 8, 2026
| Kustom
Entertainment, Inc. |
|
| |
|
|
| By: |
/s/
Stanton E. Ross |
|
| Name: |
Stanton
E. Ross |
|
| Title: |
Chairman,
President and Chief Executive Officer |
|
