Every 8-K that Kustom Entertainment Inc (KUST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow KUST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KUST filings page.
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. 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.
Kustom Entertainment, Inc. completed a $6.1 million divestiture of its legacy video solutions business to Cycurion, Inc., closing on August 3, 2026. Consideration includes $1,250,000 in cash, a $4,250,000 secured promissory note bearing 7% interest over three years, a symmetrical earn‑out and clawback of up to $1,000,000 tied to 2026–2027 revenue targets, and Cycurion Series H Convertible Preferred Stock with $600,000 stated value, paying 12.0% cumulative dividends and convertible at $1.45 per share subject to a 9.99% beneficial ownership cap.
The sale transfers substantially all video‑solutions assets and specified liabilities, completing Kustom’s shift to a pure‑play live entertainment and ticketing platform focused on large‑scale music festivals and proprietary ticketing technology. Pro forma as of March 31, 2026, total assets are $16.37 million and stockholders’ equity is $9.26 million, with continuing operations centered on live events and ticketing rather than hardware and software video solutions.
Kustom Entertainment, Inc. amended its asset purchase agreement with Cycurion, Inc. for the sale of its legacy video-solutions business, extending the anticipated closing to on or about September 15, 2026. All conditions precedent under the original agreement have been satisfied or waived.
As consideration for the extension, Cycurion delivered an immediate, non-refundable $250,000 cash payment to Kustom and replaced 2,000,000 previously contemplated warrants with Series H preferred stock having an aggregate stated value of $600,000. The Series H Preferred carries a 12.0% annual dividend, paid quarterly, and is convertible into Cycurion common stock at a price of $1.45 per share based on stated value plus accrued dividends.
The press release states that total base consideration for the divestiture increases to $6.1 million, consisting of $1.25 million total upfront cash (including the $250,000 extension payment) and a $4.25 million secured promissory note with a 36‑month term at 7% annual interest. Kustom describes the divestiture as completing its shift toward a focused live entertainment and proprietary ticketing business.
Kustom Entertainment, Inc. is divesting all assets of its legacy video-solutions division to Cycurion, Inc. under a binding Asset Purchase Agreement. The deal provides total consideration of up to $5.5 million, including $1.25 million in cash, a $4.25 million secured promissory note, and up to $1.0 million in contingent earnout payments, plus warrants for 2,000,000 Cycurion shares at an exercise price of $2.80 per share. The transaction is expected to close in July 2026, subject to extensive closing conditions such as due diligence, audited carve-out financials, board approvals, third‑party consents, and key employee arrangements. Management presents this divestiture, alongside a prior medical billing sale and a Gilley’s Park City live‑music partnership, as a major step in refocusing entirely on live event production and proprietary ticketing, highlighted by its Country Stampede festival platform.
Kustom Entertainment, Inc. is implementing a 1-for-5 reverse stock split of its common stock and a proportional reduction in authorized shares. Every five pre-split shares convert into one post-split share, with fractional shares rounded up to the nearest whole share.
The reverse split and capital stock reduction took effect on April 22, 2026, with trading on the Nasdaq Capital Market beginning on a split-adjusted basis the same day under a new CUSIP. Outstanding common shares are reduced from 2,633,063 to 526,613, while authorized common shares decline from 66,666,666 to 13,333,333. The company states the split is intended to help meet Nasdaq’s minimum $1.00 bid price requirement.
Kustom Entertainment, Inc. has entered into a revised, non-binding Memorandum of Understanding with Cycurion, Inc. to sell Kustom’s legacy video solutions segment for an aggregate purchase price of $5,500,000, including a $1,250,000 cash down payment payable at closing.
The parties have moved into the final stage of the transaction and currently anticipate closing on or prior to June 30, 2026, subject to definitive documentation, customary closing conditions, and any required regulatory approvals. A 30-day no-shop exclusivity period is in place while they finalize an Asset Purchase Agreement.
Management describes the divestiture as a way for Kustom to focus on core growth initiatives in live event production and ticketing technology, while Cycurion views the acquisition as a cornerstone of its portfolio expansion and plans to integrate the camera and software solutions into its broader cybersecurity and AI offerings.
Kustom Entertainment, Inc. filed an 8-K furnishing its earnings release for the year ended December 31, 2025, highlighting sharply improved results and a strategic refocus on live entertainment and ticketing.
Revenue from continuing operations reached approximately $13.76 million, while net loss from continuing operations narrowed to about $5.96 million, an improvement of roughly $11.95 million from the prior year’s $17.90 million loss. SG&A expenses fell by $2.28 million to roughly $12.23 million, even after a one-time, non-cash $2.54 million goodwill and intangible impairment charge. Non-operating income increased by $11.44 million, driven by a $4.58 million favorable change in warrant derivative liabilities and a $2.72 million reduction in interest expense.
Total stockholders’ equity rose by $11.4 million and net working capital improved by $17.9 million. The company advanced its pivot away from legacy businesses by closing the sale of its loss-making medical billing revenue cycle management segment effective January 1, 2026, and signing a non-binding MOU to sell its legacy video solutions division to Cycurion, Inc. for an expected $6.0–$8.5 million. The release also notes Forbes Advisor recognition of TicketSmarter as a “Best Resale Site for Tickets” and announces the 30th anniversary Country Stampede festival lineup.
Kustom Entertainment, Inc. filed an amended current report to revise a prior disclosure about a potential business change. The amendment reclassifies an earlier filing from Item 5.02 to Item 8.01, which is used for other important events.
The company previously announced that it signed a non-binding Memorandum of Understanding with Cycurion, Inc. for a contemplated divestiture of its Video Solutions Segment. That potential divestiture, along with references to its live event production business and proprietary online ticketing platform, is described in a press release attached as Exhibit 99.1. The filing highlights that these statements are forward-looking and subject to risks and uncertainties, meaning the contemplated transaction may not occur as currently described.
Kustom Entertainment, Inc. reported that it has signed a non-binding Memorandum of Understanding with Cycurion, Inc. for a contemplated divestiture of its Video Solutions Segment. This indicates the company is exploring a potential sale or similar transaction involving that business line, though terms and structure are not finalized.
The update comes via a press release attached as an exhibit, and the company emphasizes that statements about the MOU and its business plans are forward-looking and subject to significant risks and uncertainties. There is no assurance the divestiture will be completed or that the company’s stock price will reflect its underlying value.