Kustom Entertainment, Inc. filings document a Nevada public company transitioning around live entertainment, digital ticketing, and legacy video solutions. Recent reports include Form 8-K disclosure of operating and financial results, Annual Report filing references, Regulation FD materials, and exhibits tied to press releases.
The filing record also covers capital-structure actions, including a completed one-for-five reverse stock split, proportional authorized share reduction, amended articles disclosures, Nasdaq trading adjustments, and CUSIP changes. Other material-event filings and amendments address governance classification, material agreements, and strategic actions involving the company's legacy Video Solutions segment.
Kustom Entertainment, Inc. amended its Articles of Incorporation to increase the number of authorized shares of its capital stock from 11,333,334 to 1,200,000,000 shares. The authorized shares comprise 1,000,000,000 shares of common stock and 200,000,000 shares of preferred stock, each with a par value of $0.001 per share. Stockholders approved the amendment at the 2026 annual meeting on October 5, 2026; the company filed it with the Nevada Secretary of State on October 22, 2026.
KUSTOM ENTERTAINMENT, INC. (symbol: KUST) is the issuer of record for a Form 8-K filing submitted to the SEC.
Kustom Entertainment, Inc. has agreed, subject to closing conditions and required stockholder approvals, to acquire all of TFL’s outstanding equity interests for approximately $112.0 million: approximately $89.6 million in cash, subject to adjustments, and approximately $22.4 million in common stock. The stock consideration is priced using the volume weighted average trading price for the 10 consecutive trading days before closing. Kustom also agreed to repay up to $35.0 million of TFL debt at closing. Restricted shares worth $11.2 million are held back pending achievement of a specified EBITDA target through calendar year 2027.
At the October 5, 2026 annual meeting, stockholders will vote on acquisition-related share issuances, a proposed increase in authorized capital stock from 23,333,333 to 1,200,000,000 shares, and other proposals. Kustom expects to complete the acquisition promptly after the meeting if the required proposals are approved, but says completion is not assured. The board approved a separate 1-for-10 reverse stock split, anticipated to take effect on or about October 1, 2026; it was not yet effective as of the proxy statement date. Another proposal seeks authority for one or more reverse splits at ratios from 1-for-2 to 1-for-100.
The amendment deletes a footnote in the unaudited pro forma financial information to correct a clerical error; the other disclosures remain unchanged.
KUSTOM ENTERTAINMENT, INC. (KUST) is asking stockholders at the October 5, 2026 annual meeting to approve a transformative acquisition of TFL, LLC, large capital-structure changes, and new equity plans. The company will seek approval under Nasdaq rules to issue common stock for an approximately $112.0 million acquisition of TFL, funded with about $89.6 million in cash and $22.4 million in stock, plus up to $35.0 million of TFL debt repayment at closing.
The board is proposing an amendment to increase authorized capital from 23,333,333 shares to 1,200,000,000 shares (1,000,000,000 common, 200,000,000 preferred), and to authorize one or more reverse stock splits in a range of 1-for-2 to 1-for-100. A separate 1-for-10 reverse split, with a proportional authorized-share reduction, has already been approved by the board and is expected to be effective on or about October 1, 2026.
The TFL deal includes $11.2 million in restricted "Holdback Shares" issuable only if an EBITDA target through 2027 is met, purchase-price adjustments tied to net debt and expenses, and escrow amounts of $500,000 (adjustment) and $1.0 million (indemnity). As of the August 7, 2026 record date, 6,506,860 common shares were outstanding, each entitled to one vote on the twelve proposals, which also cover board elections, auditor ratification, a 2026 stock option and restricted stock plan, and advisory votes on executive compensation and its frequency.
Kustom Entertainment, Inc. (KUST) has called a 2026 annual stockholder meeting for October 5, 2026 to vote on 12 proposals, including electing four directors and ratifying Victor Mokuolu CPA PLLC as auditor. A key proposal seeks to amend the articles of incorporation to raise authorized capital from 23,333,333 shares to 1,200,000,000 shares, comprised of 1,000,000,000 common and 200,000,000 preferred shares.
Stockholders are also asked to approve the acquisition of TFL, LLC via a Unit Purchase Agreement with an aggregate purchase price of $112.0 million, paid in approximately $89.6 million cash and $22.4 million in KUST common stock, plus performance-based Holdback Shares. Several Nasdaq Rule 5635-related proposals would authorize issuing 20% or more of outstanding shares, including issuances that could result in a change of control and support a related financing. The Board additionally seeks authority for one or more reverse stock splits in a range from 1-for-2 to 1-for-100 and approval of a new 2026 Stock Option and Restricted Stock Plan, along with advisory votes on executive compensation and its frequency. The record date is August 7, 2026, when 6,506,860 common shares were outstanding.
Kustom Entertainment, Inc. (KUST) is asking stockholders at the October 5, 2026 annual meeting to approve a transformative acquisition of TFL, LLC and major changes to its capital structure and governance. The Company agreed to acquire all of TFL for an aggregate purchase price of $112.0 million, consisting of approximately $89.6 million in cash and $22.4 million in Kustom common stock, plus repayment at closing of up to $35.0 million of TFL debt. A portion of the stock consideration, $11.2 million in restricted “Holdback Shares,” will be issued only if a specified EBITDA target through 2027 is achieved. The board also seeks to increase authorized capital from 23,333,333 to 1,200,000,000 shares (1,000,000,000 common, 200,000,000 preferred), approve share issuances for the TFL deal and a related financing under Nasdaq rules 5635(a), (b) and (d), and authorize a discretionary reverse stock split between 1‑for‑2 and 1‑for‑100 within 12 months. Other proposals cover director elections, auditor ratification, a new 2026 stock option and restricted stock plan, and advisory votes on executive compensation and its frequency. There were 6,506,860 common shares outstanding as of August 7, 2026, each entitled to one vote.
Kustom Entertainment, Inc. (KUST) is asking stockholders at the October 5, 2026 annual meeting to approve a transformative acquisition of TFL, LLC and major related capital actions. The proposed TFL deal carries an aggregate purchase price of $112.0 million, composed of $89.6 million in cash and $22.4 million in Kustom common stock, plus a purchase-price adjustment mechanism and repayment at closing of up to $35.0 million of TFL debt. A portion of the stock consideration, $11.2 million in restricted “Holdback Shares”, would only be issued if TFL meets a specified EBITDA target through 2027.
To support this strategy, Kustom seeks to increase authorized capital from 23,333,333 shares to 1,200,000,000 (1,000,000,000 common; 200,000,000 preferred), approve issuances of 20% or more of the current common stock in connection with the acquisition and a related financing, and permit a board‑determined reverse stock split between 1‑for‑2 and 1‑for‑100 within 12 months. There were 6,506,860 common shares outstanding as of the August 7, 2026 record date. Stockholders are also asked to approve a new 2026 stock option and restricted stock plan and advisory votes on executive compensation and its frequency.
Kustom Entertainment, Inc. (KUST) signed a Unit Purchase Agreement to acquire 100% of the equity interests of TFL, LLC, a wholesale ticketing distribution and live event technology platform. The consideration at closing will include $89.6 million in cash (subject to adjustments) and $22.4 million in restricted common stock, plus repayment of $35.0 million of TFL’s indebtedness that does not adjust the purchase price.
The stock portion will be based on the 10-day volume-weighted average price before closing and includes $11.2 million of restricted shares held back and issuable only if a specified Target EBITDA is achieved through year-end 2027. Additional purchase price adjustment and indemnification escrows of $0.5 million and $1.0 million, respectively, will be funded. Closing is subject to customary conditions, required consents, stockholder approvals, financing, and related corporate actions, with an outside date of October 15, 2026, extendable 15 days if Kustom files a Form S-1 by that date.
Kustom states that TFL generated $238 million of revenue in 2025 and that the acquisition is expected to be immediately accretive to consolidated revenue, earnings, and adjusted EBITDA. TFL’s leadership will enter long-term employment agreements, one seller designee will join Kustom’s board at closing, and the sellers have agreed to five-year non-compete and non-solicitation covenants.
KUSTOM ENTERTAINMENT, INC. (KUST), a Nevada corporation with operations based in Olathe, Kansas, filed a Form D for an exempt private offering of equity securities. The company is more than five years old and claimed the federal exemption under Rule 506(b) of Regulation D.
The notice shows a total amount sold of $2,625,000 in this offering, with $0 remaining to be sold, indicating the targeted raise has been completed. The first sale occurred on August 7, 2026. The company reports no sales compensation and $0 in finders’ fees, and declined to disclose its revenue or asset size.