false
0001342958
0001342958
2026-01-22
2026-01-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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 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. ☐
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
January 22, 2026, Kustom Entertainment, Inc. (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 22, 2026
| Kustom
Entertainment, Inc. |
|
| |
|
|
| By: |
/s/
Stanton E. Ross |
|
| Name: |
Stanton
E. Ross |
|
| Title: |
Chairman,
President and Chief Executive Officer |
|
