Kustom Entertainment extends TFL deal to Dec. 18, 2026
Closing requires third-party consents, stockholder approvals, sufficient funds and corporate actions authorizing stock consideration.
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Rhea-AI Filing Summary
Kustom Entertainment, Inc. (KUST) amended its agreement to acquire 100% of TFL, LLC’s equity interests, extending the outside termination date for consummating the proposed transaction from October 15, 2026 to December 18, 2026. Closing remains subject to customary conditions.
If the transaction is not consummated on or before December 18, 2026, Kustom will pay the sellers’ reasonable and documented expenses incurred in connection with the transaction after November 16, 2026 and before closing. If the Unit Purchase Agreement is terminated for any reason, Kustom will reimburse the sellers within five business days after termination for up to $200,000 of reasonable and documented costs they paid for the incremental audit Kustom required in connection with the transaction.
The company says the acquisition is expected to be immediately accretive to revenue, earnings and adjusted EBITDA upon closing. Except as amended, the Unit Purchase Agreement remains in full force and effect.
Filing Explained
The deal remains subject to stockholder approval, sufficient funds and authorization of stock consideration; if that consideration is issued as new shares, existing holders’ ownership percentages would decline absent offsetting changes.
8-K Event Classification
Key Figures
Key Terms
outside termination date regulatory
customary closing conditions regulatory
incremental audit financial
adjusted EBITDA financial
FAQ
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What is the deadline for KUST to close its TFL acquisition?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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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)) | |
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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 | ||
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on August 31, 2026, Kustom Entertainment, Inc. (the “Company” or the “Buyer”) entered into a Unit Purchase Agreement with (i) TFL, LLC, a Kansas limited liability company (“TFL”), (ii) The Rouen Trust Dated October 5, 2010, Daniel P. Rouen Irrevocable Trust dated December 16, 2024, The Shefali S. Rouen Irrevocable Trust dated November 17, 2023, Jeffrey Fromm Irrevocable Trust Dated December 26, 2012, William M. Fromm (collectively, the “Sellers”), and (iii) Daniel P. Rouen (the “Sellers’ Representative”), (the “Unit Purchase Agreement”).
On November 6, 2026, the Company entered into an Amendment to the Unit Purchase Agreement (the “Amendment Agreement”) with TFL, and the Sellers’ Representative. Pursuant to the Amendment Agreement, the parties agreed to amend the Unit Purchase Agreement to extend the outside termination date for consummation of the proposed transaction from October 15, 2026 to December 18, 2026.
The Amendment Agreement also provides that, if the proposed transaction is not consummated on or before December 18, 2026, the Company will pay the Sellers’ reasonable and documented expenses incurred in connection with the proposed transaction after November 16, 2026 and prior to closing. In addition, if the Unit Purchase Agreement is terminated for any reason, the Company will reimburse the Sellers, within five business days following termination, for up to $200,000 of reasonable and documented costs paid by the Sellers relating to the incremental audit required by the Company in connection with the proposed transaction.
The Closing of the transaction is subject to customary closing conditions, including, among other things, required third-party consents, stockholder approvals, the Company obtaining sufficient funds, corporate actions necessary to authorize the issuance of the stock consideration, and the satisfaction of other customary closing conditions.
Except as expressly amended by the Amendment Agreement, the Unit Purchase Agreement remains in full force and effect. In the event of any inconsistency between the Amendment Agreement and the Unit Purchase Agreement, the Amendment Agreement will control.
The foregoing summary provides only a brief description of the Amendment Agreement. The summary does not purport to be complete and is qualified in its entirety by the full text of such document, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Information.
On November 9, 2026, the Company issued a press release announcing the execution of the Amendment Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Unit Purchase Agreement, dated November 6, 2026. | |
| 99.1 | Press Release dated November 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 9, 2026 | ||
| Kustom Entertainment, Inc. | ||
| By: | /s/ Stanton E. Ross | |
| Name: | Stanton E. Ross | |
| Title: | Chairman, President and Chief Executive Officer | |
Exhibit 99.1
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 | |
| Ticketsforless.com |
FOR IMMEDIATE RELEASE
Kustom Entertainment, Inc. Announces Signing of an Amendment to the Purchase Agreement for Acquisition of TFL, LLC (dba Tickets For Less)
Extension
Allows Closing to Occur No Later Than
Both Leadership Teams Reaffirm Optimism and Commitment to Uniting Companies for Accelerated Future Growth
OLATHE,
KS —
Under
the terms of the amendment, the parties have mutually agreed to extend the timeline to complete the transaction, providing for closing
to occur no later than
Executive Commentary:
“We remain as enthusiastic as ever about bringing TFL into the Kustom family,” said Stanton E. Ross, Chief Executive Officer of Kustom. “This extension provides both teams the necessary operational runway to finalize remaining customary closing requirements. We are extremely optimistic about completing this transaction and look forward to combining our two powerful platforms. The significant growth opportunities ahead will propel our combined company forward as an integrated leader in live entertainment and ticketing.”
“Our team is fully aligned with Kustom as we work toward a seamless closing,” said Dan Rouen, Founder and CEO of TFL. “We share a strong vision for the future, and we are eager to integrate our distribution technology with Kustom’s festival footprint. We look forward to executing on our joint expansion plans and leveraging our combined scale to drive immense long-term value for fans, venues, and shareholders.”
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| Ticketsforless.com |
Transaction Details & Growth Synergies:
The extension allows additional time to satisfy customary closing conditions as outlined in the Unit Purchase Agreement signed on August 31, 2026. Upon completion, the transformational transaction will unite Kustom’s live music festival ecosystem with TFL’s high-margin inventory distribution engine and proprietary technology platforms, including TFLConnect and eCommerce operations powering TicketSmarter.com.
The acquisition is expected to be immediately accretive to revenue, earnings, and adjusted EBITDA upon closing.
About TFL, LLC:
Founded in 2004 as Tickets For Less, TFL, LLC is a premier live event ticketing technology and inventory distribution platform headquartered in Overland Park, KS. TFL manages millions in live event ticket inventory on behalf of their team and venue partners using its proprietary distribution engine, and aggregates billions in inventory with its proprietary multi-feed. TFL is widely recognized for its transparent pricing model, strong asset base, and sustained operational profitability across regional and national markets. For more information, visit www.ticketsforless.com.
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.
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| Ticketsforless.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 date of
Media & Investor Contact:
Stanton E. Ross, CEO
Kustom Entertainment, Inc.
Phone: (913) 456-KUST (5878)
Email: info@kustoment.com
Website: www.kustoment.com