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. received an updated ownership report from Yield Point NY LLC and its director, Yisroel Ari Kluger, regarding their holdings of common stock, par value $0.001 per share. After a share issuance on August 7, 2026, the reporting persons had beneficially owned up to 9.99% of the outstanding common stock, consisting of 625,000 shares plus warrants exercisable for up to 41,581 shares, subject to a 9.99% beneficial ownership limitation provision (the “Blocker”).
Subsequently, 372,185 shares of common stock were disposed, leaving 252,815 shares and warrants exercisable for up to 41,581 shares. Based on 6,506,860 shares outstanding as of August 14, 2026, Yield Point now beneficially owns 294,396 shares, or 4.3% of the common stock. Voting and dispositive power over these shares is shared between Yield Point and Mr. Kluger. The filing is described as an exit filing, as all other previously deemed beneficially owned shares have been disposed.
Yield Point NY LLC and Yisroel Ari Kluger report updated beneficial ownership of Kustom Entertainment, Inc. common stock. They beneficially own 41,581 shares of common stock, all issuable upon exercise of common stock purchase warrants, representing 1.4% of the class based on 2,856,860 shares outstanding as of June 30, 2026. Voting and dispositive power over these shares is shared, with no sole voting or dispositive power reported. The filing is described as an exit filing and confirms that the reporting persons now own 5 percent or less of the outstanding common stock.
Kustom Entertainment, Inc. focused on its Entertainment segment in the first half of 2026 while classifying its legacy Video Solutions and revenue-cycle management businesses as discontinued operations. Six‑month revenue from continuing operations rose to $8,587,067 from $5,061,504, driven by product and service growth, but the business remained unprofitable.
The company reported a net loss of $10,432,083 for the six months ended June 30, 2026, including a $5,039,298 loss from continuing operations and a $5,392,785 loss from discontinued operations, plus a $984,000 litigation settlement charge. Operating cash outflows from continuing operations were $3,832,974, and working capital showed a $2,052,762 deficit. Management disclosed that these losses, negative cash flows, and an accumulated deficit of $152,159,104 raise substantial doubt about the ability to continue as a going concern.
To support liquidity, Kustom raised $4,004,659 in net proceeds under a $25,000,000 committed equity facility, with about $19.36 million remaining available, and converted $1,070,000 of secured notes into equity. It sold its 51% interest in Nobility Healthcare effective January 1, 2026 and, on August 3, 2026, completed the sale of its Video Solutions business for $1,250,000 cash, a $4,250,000 7% promissory note, and preferred stock of the buyer, further concentrating on live events and ticketing.
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.
Ryan Martin, a reporting investor in Kustom Entertainment, Inc., states that he has sold his entire position in the company’s common stock. On July 31, 2026, he disposed of 260,000 shares in separate transactions and now reports beneficial ownership of 0 shares, representing 0.0% of the outstanding common stock. The investment was originally made with personal funds, and he reports no contracts, arrangements, understandings or relationships regarding Kustom Entertainment’s securities.
Kustom Entertainment, Inc. shareholder Ryan Martin filed Amendment No. 3 to his Schedule 13D regarding the company’s common stock.
As of July 29, 2026, Martin beneficially owns 260,000 shares of Kustom Entertainment common stock, with sole voting power and sole dispositive power over all of these shares. This position represents 43.0% of the outstanding class. He reports that he sold 20,000 shares, and identifies his original investment source as personal funds. Martin discloses no contracts, arrangements, understandings, or relationships relating to his holdings beyond what is stated.
Martin Ryan Todd, signing as Ryan Martin, reported beneficial ownership of 336,500 shares of Kustom Entertainment, Inc. common stock. He holds sole voting and sole dispositive power over these shares, with no shared voting or dispositive authority indicated.
The ownership event giving rise to this disclosure occurred on July 22, 2026. The stated purpose for holding the Kustom Entertainment shares is passive investment, indicating the position is not described as part of a control-seeking or activist strategy.
Ryan Martin has reported beneficial ownership of Kustom Entertainment, Inc. common stock on Schedule 13D. He reports owning 280,000 shares, which is stated to represent 100.0% of the common stock class, with both sole and shared voting and dispositive power over these shares.
The shares were acquired using personal funds, and the stated purpose of the transaction is passive investment. Martin lists his occupation as General Manager and his citizenship as United States. The ownership event requiring this report occurred on 07/22/2026, and he certified the disclosure on 07/30/2026.
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.