What exemptions from registration did KUST rely on for the share issuances?

Kustom Entertainment relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. These provisions permit certain private offerings when investors acquire securities for investment and not with a view toward distribution.

Kustom Entertainment issues 2.6M shares in private deal

Q: What did KUST disclose about new share issuances on August 7, 2026?

Kustom Entertainment, Inc. issued 2,625,000 shares of common stock in private transactions. The shares went to consultants, advisors, service providers, financing sources, and strategic partners as consideration for services, accrued obligations, asset acquisitions, and incurred debt.

Q: Were KUST’s 2,625,000 new shares registered with the SEC?

No. The 2,625,000 shares were issued in unregistered private placements. Kustom Entertainment relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to claim an exemption from SEC registration requirements.

Q: Who received the 2,625,000 KUST shares mentioned in the 8-K filing?

The 2,625,000 shares were issued to multiple consultants, advisors, service providers, financing sources, and strategic partners. These issuances were tied to services rendered and to be rendered, accrued obligations, asset acquisitions, and incurred debt under various agreements.

Q: Are the newly issued KUST shares freely tradable?

No. The shares issued by Kustom Entertainment are restricted securities. They may not be offered or sold unless they are registered under the Securities Act or qualify for an applicable exemption from registration, as represented in the transactions.

Kustom Entertainment, Inc. reported an unregistered equity issuance to multiple third parties.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Kustom Entertainment, Inc. reported an unregistered equity issuance to multiple third parties. On August 7, 2026, the company issued an aggregate of 2,625,000 shares of common stock, par value $0.001 per share, to consultants, advisors, service providers, financing sources, and strategic partners. These shares were issued as consideration for services rendered and to be rendered, as well as for accrued obligations, asset acquisitions, and incurred debt under various agreements with the recipients. The transactions were completed as private placements exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Each recipient represented an investment intent, and the shares are characterized as restricted securities that cannot be resold without registration or an applicable exemption.

Filing Explained

The August 7, 2026 issuance is complete: Kustom Entertainment issued 2,625,000 common shares, increasing the total share count and, absent offsetting changes, reducing existing holders’ percentage ownership.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued: 2,625,000 shares of common stock Par value per share: $0.001 per share Securities Act exemption: Section 4(a)(2) +1 more

4 metrics

Shares issued 2,625,000 shares of common stock Aggregate shares issued on August 7, 2026 in private transactions

Par value per share $0.001 per share Par value of Kustom Entertainment common stock issued

Securities Act exemption Section 4(a)(2) Exemption from registration for the unregistered sales of equity securities

Regulation D rule Rule 506 Private placement safe harbor used for the share issuances

Key Terms

Unregistered Sales of Equity Securities, Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D, restricted securities

4 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Section 4(a)(2) of the Securities Act regulatory

"exempt from registration pursuant to Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 of Regulation D regulatory

"and Rule 506 of Regulation D promulgated thereunder."

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

restricted securities regulatory

"The shares were issued as restricted securities and may not be offered or sold"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Were KUST’s 2,625,000 new shares registered with the SEC?

No. The 2,625,000 shares were issued in unregistered private placements. Kustom Entertainment relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to claim an exemption from SEC registration requirements.

Who received the 2,625,000 KUST shares mentioned in the 8-K filing?

The 2,625,000 shares were issued to multiple consultants, advisors, service providers, financing sources, and strategic partners. These issuances were tied to services rendered and to be rendered, accrued obligations, asset acquisitions, and incurred debt under various agreements.

Are the newly issued KUST shares freely tradable?

No. The shares issued by Kustom Entertainment are restricted securities. They may not be offered or sold unless they are registered under the Securities Act or qualify for an applicable exemption from registration, as represented in the transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2026 - 04:30 PM EDT

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): August 7, 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 3.02 Unregistered Sales of Equity Securities.

On August 7, 2026, Kustom Entertainment, Inc. (the “Company”) issued an aggregate of 2,625,000 shares of common stock, par value $0.001 per share (“Common Stock”) to a number of consultants, advisors, service providers, financing sources, and strategic partners, in consideration with: services rendered and to be rendered to the Company in connection with accrued obligations, asset acquisitions, and incurred debt (the “Share Issuances”). The Share Issuances were made pursuant to various agreements between the Company and the applicable recipients.

The Share Issuances were completed in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each recipient represented that it was acquiring the securities for investment purposes and not with a view toward distribution. The shares were issued as restricted securities and may not be offered or sold absent registration or an applicable exemption from registration.

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: August 13, 2026

Kustom Entertainment, Inc.

By:	/s/ Stanton E. Ross
Name:	Stanton E. Ross
Title:	Chairman, President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents