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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.
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.
KUSTOM ENTERTAINMENT, INC. ten percent owner HRT Financial LP reported mixed open-market trades in Common Stock, buying 25,791 shares at $1.11 and selling 54,638 shares at $1.44.
Following these transactions, HRT Financial LP directly holds 17,869 Common Stock shares.
HRT FINANCIAL LP, a ten percent owner of KUSTOM ENTERTAINMENT, INC., has filed an initial ownership report on Form 3. The filing shows direct ownership of 72,507 shares of Kustom Entertainment common stock. It records this beneficial stake but does not report any recent share purchases or sales.
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. reported higher revenue but a sharp swing to loss for the three months ended March 31, 2026. Total revenue rose to $4.3 million from $3.1 million, driven mainly by service and other revenue of $3.8 million versus $2.4 million a year earlier. However, cost of revenue increased significantly, cutting gross profit to $0.6 million from $1.1 million and leading to an operating loss of $1.3 million, wider than the prior-period loss of $1.0 million.
After other expense and a large loss from discontinued operations related to the sale of Nobility Healthcare, net loss reached $5.9 million compared with net income of $4.3 million a year earlier. Continuing operations moved from a $4.3 million profit to a $1.5 million loss. Cash used in operating activities from continuing operations improved to $1.2 million from $5.6 million, while cash and equivalents increased to $1.2 million from $0.8 million at year-end 2025, helped by $1.7 million of equity-line financing. Total liabilities fell to $14.8 million from $17.0 million, and equity increased to $4.3 million, reflecting new share issuances and conversion of $1.1 million of secured convertible notes into common stock.
Kustom Entertainment, Inc. amendment updates beneficial ownership for Yield Point NY LLC and Yisroel Ari Kluger. Each Reporting Person is reported as beneficially owning 41,581 shares, representing 7.32% of the 526,613 shares outstanding as of March 31, 2026, based on warrants exercisable into common stock. The cover notes the issuer effected 1-for-3 and 1-for-5 reverse stock splits on January 8, 2026 and April 22, 2026, respectively. Yield Point holds Warrants exercisable for up to 41,581 shares; Mr. Kluger holds the power to vote and dispose of those shares through his role as director of Yield Point and is reported as deemed beneficial owner under Rule 13d-3.
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.