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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 12, 2026 (January 8, 2025)
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
1.01. Entry into a Material Definitive Agreement.
On January 8, 2026, Digital Ally Healthcare,
Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”)
entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company
(the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively
with the Seller and the Buyer the “Parties”).
Pursuant to the Agreement, the Buyer purchased all of the Seller’s
units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds
(as defined in the Agreement) and a promissory note (the “Note”), totaling $1,450,000,
due upon closing (the “Transaction”). The Note issued by the Buyer at closing is in the
principal amount of $1,140,499 to the Seller. Nobility Healthcare has
historically issued a total of one
hundred thousand (100,000) Units with
Seller owning fifty-one thousand (51,000) of such Units. The Buyer is an affiliate of the owner of
the remaining forty-nine thousand (49,000) Units. The
Closing Funds are equal to the sum of (i) $100,000 in immediately available funds to be paid to the Seller at closing and (ii) certain
credits totaling $209,501, which closing credits consist of (a) $200,000, the total of two advances made by the Buyer to the Seller on
December 18, 2024 and January 15, 2025 and (b) $9,501 due to the Buyer from Nobility Healthcare for net working capital advances paid
to the Buyer upon signing. The effective date of the Agreement is January 1, 2026. The Parties made customary representations, warranties
and covenants in the Agreement. There is no material relationship between the Company or its affiliates and any of the other Parties
to the Agreement, other than in connection with Nobility Healthcare.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 above is incorporated into this Item 2.01 by reference.
Accordingly,
pro forma financial information required by Item 9.01 of Form 8-K with respect to the disposition is included as Exhibit 99.1, to this
Current Report on Form 8-K.
Item
8.01. Other Events.
On
January 12, 2026, the Company issued a press release announcing the completion of the Transaction, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025, and the unaudited pro forma condensed
consolidated statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, are attached
hereto as Exhibit 99.2 and incorporated herein by reference. These unaudited pro forma financial statements give effect to the Nobility
Healthcare sale on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
(d)
Exhibits.
| 1.1#* |
Unit Purchase
Agreement dated January 8, 2026, by and among Digital Ally Healthcare, Inc., Nobility LLC, and Nobility Healthcare, LLC. |
| |
|
| 1.2#* |
Promissory Note dated January 8, 2026. |
| |
|
| 99.1 |
Press Release, dated January 12, 2026, issued by Kustom Entertainment, Inc. |
| |
|
| 99.2 |
Kustom Entertainment, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements. (Filed herewith.) |
| |
|
| 104 |
Cover Page Interactive Data
File. (Embedded within the Inline XBRL document.) |
| # |
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as the Company has determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request. |
| * |
Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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 12, 2026
| Kustom Entertainment, Inc. |
|
| |
|
|
| By: |
/s/
Stanton E. Ross |
|
| Name: |
Stanton
E. Ross |
|
| Title: |
Chairman,
President and Chief Executive Officer |
|
