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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): November 10, 2026
KUSTOM
ENTERTAINMENT, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-33899 |
|
20-0064269 |
| (State
or other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
1475
N Winchester St, Olathe, KS 66061
(Address
of Principal Executive Offices) (Zip Code)
(913)
456-5878
(Registrant’s
telephone number, including area code)
(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 2.02 |
Results
of Operations and Financial Condition. |
The
information under Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.02.
| Item 7.01 |
Regulation
FD Disclosure. |
On
November 10, 2026, Kustom Entertainment, Inc. (the “Company”) issued a press release announcing its financial results for
the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The
information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing
by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated November 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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:
November 10, 2026
| Kustom
Entertainment, Inc. |
|
| |
|
|
| By: |
/s/
Stanton E. Ross |
|
| Name: |
Stanton
E. Ross |
|
| Title: |
Chairman,
President and Chief Executive Officer |
|
Exhibit
99.1

KUSTOM
ENTERTAINMENT, INC. ANNOUNCES THIRD QUARTER OPERATING RESULTS
REVENUE
UP 57%, NET INCOME REACHES $2.3 MILLION AND STOCKHOLDERS’ EQUITY MORE THAN TRIPLED SINCE YEAR END 2025 AS THE COMPANY CONTINUES
ITS TRANSFORMATION INTO A PURE-PLAY LIVE ENTERTAINMENT AND TICKETING COMPANY
Olathe,
KS, Nov. 10, 2026 - Kustom Entertainment, Inc. (NASDAQ: KUST) (the “Company”), a live event production and ticketing technology
company, today announced that it has filed its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2026 with
the SEC.
The
third quarter marked the Company’s first as a pure-play live entertainment and ticketing enterprise, following the completed sale
of its legacy video solutions business to Cycurion, Inc. on August 3, 2026. Results reflect strong top-line revenue growth, positive
net income for the quarter and a substantially strengthened balance sheet compared with December 31, 2025.
Third
Quarter Financial & Highlights:
●
Revenue Growth: Total third quarter revenue from continuing operations increased 57% to $2.7 million, compared with $1.7 million
in the third quarter of 2025.
| ◌ | Service
Revenue: Grew 65% to $2.1 million, driven principally by transaction volume on the TicketSmarter
marketplace. |
| ◌ | Product
Revenue: grew 32% to $575,067 on higher ticket inventory sales. |
●
Gross Profit: increased 10% to $208,949, compared with $189,673 in the prior-year period, on higher overall transaction volume.
●
Net Income: Net income attributable to common stockholders reached $2,346,315, or $4.51 per basic and diluted share, compared
with a net loss of $1,021,867, or $(88.73) per share, in the third quarter of 2025.
●
Discontinued Operations: Income from discontinued operations was $5,017,203 reflecting the net gain on the divestiture of the
legacy video solutions business.
●
Continuing Operations: Loss from continuing operations was $2,670,888, or $(5.13) per share, compared with $(994,761), or $(86.38)
per share, in the prior-year period. Approximately $625,000 of the increase was non-cash expense for common stock issued for consulting,
acquisition-related costs and collaborative arrangements; The balance reflects the Company’s deliberate investment in customer
acquisition and marketing to drive TicketSmarter platform growth, which produced the 65% increase in service revenue noted above.
●
Balance Sheet Strength:
| ◌ | Total
stockholders’ equity more than tripled to $7,852,961 as of September 30, 2026, compared
with $2,369,956 as of December 31, 2025. |
| ◌ | Total
liabilities declined by $9.3 million to $7.7 million (down from $17.0 million at year-end
2025). |
| ◌ | Cash
and cash equivalents increased to $1,715,820 as of September 30, 2026, compared with $757,369
as of December 31, 2025, and working capital, (excluding current assets and liabilities of
discontinued operations) improved by $3.2 million. |
| ◌ | The
Company holds a $4.25 million, 7% secured promissory note and $600,000 in 12% Cumulative
Series H preferred stock of Cycurion received as part of the video solutions sale transaction. |

“The
third quarter was our first full quarter operating exclusively as a live entertainment and ticketing company, and the results show the
strength of the business we have built,” stated Stanton E. Ross, Chief Executive Officer of Kustom Entertainment, Inc. “A
57% revenue expansion in continuing operations, driven by surging TicketSmarter transaction volume and our 30th anniversary Country Stampede
festival. We deliberately invested ahead of that growth in customer acquisition and marketing, and we expect those investments to translate
into expanding margins as the platform scales.”
“With
the sale of the video solutions business to Cycurion completed in August, following the sale of Nobility Healthcare at the start of the
year, we have eliminated the overhead and working capital demands of our legacy operations,” Mr. Ross continued. “We emerged
with a far stronger and cleaner balance sheet: Total liabilities are down over $9 million since year end, stockholders’ equity
has more than tripled to $7.9 million, and the Cycurion note and preferred stock give us yield-bearing assets in place of legacy overhead,”
Mr. Ross continued.
“Looking
ahead, we are excited about the opportunity in front of us. On October 5, 2026, our stockholders approved the proposed acquisition of
TFL, LLC, and on November 6, we amended the purchase agreement to extend the outside date to December 18, 2026 as we work to complete
the financing. Acquiring TFL will bring a ticketing technology and inventory distribution business of substantial scale into Kustom.
Concurrently, the 2027 Country Stampede Music Festival will move to Gilley’s Park City near Wichita, Kansas with nearly double
our venue capacity, and we continue to build our schedule of live event days for 2027. I want to thank our employees, partners, directors
and stockholders for their support through this transformation, and I look forward to reporting on our continued progress,” concluded
Ross.
About
Kustom Entertainment, Inc.:
Kustom
Entertainment, Inc. (Nasdaq: KUST) specializes in large-scale live music festival production, event management, and ticketing technology
solutions designed to maximize high-margin monetization across the entire live event lifecycle. For more information, visit www.kustoment.com.
Cautionary
Statement Regarding Forward-Looking Statements:
Statements
made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to
risks and uncertainties, including the ability of the parties to finalize closing requirements and satisfy all conditions to closing
by the extended outside date of December 18, 2026. Such statements include, but are not limited to, statements regarding the anticipated
closing of the transaction contemplated by the Unit Purchase Agreement; the Company’s growth strategy; the integration of the acquired
business; the Company’s plans to host events at the Gilley’s facility and the 2027 Country Stampede Kansas; and other statements
that are not historical facts. Words such as “continue,” “will,” “may,” “could,” “should,”
“expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” and similar expressions are intended to identify forward-looking
statements. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial
condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements,
which are based on the information currently available to us and speak only as of today’s date. All statements other than statements
of historical fact are forward-looking statements. The Company assumes no duty to update forward-looking statements, except as required
by law. Examples of such risks and uncertainties include, but are not limited to, risks related to the closing conditions of the Unit
Purchase Agreement and obtaining required consents; the success of integrating new business; changes in consumer demand for live entertainment
and the ability to host live events; or, the future performance of the Company’s common stock. Actual future results, performance
or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are
beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company’s periodic
filings with the U.S. Securities and Exchange Commission, including, without limitation, the risks described in the Company’s 2025
Annual Report on Form 10-K under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” (as applicable). These factors should be considered carefully, and readers are cautioned not
to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and
the Company undertakes no duty to update this information.
Media
& Investor Contact:
Stanton
E. Ross, CEO
Kustom
Entertainment, Inc.
Phone:
(913) 456-KUST (5878)
Email:
info@kustoment.com
Website:
www.kustoment.com