Every material Form 8-K KUSTOM ENTERTAINMENT, INC. has filed with the SEC since August 04, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kustom Entertainment amended its Unit Purchase Agreement to acquire TFL, LLC, extending the outside termination date from October 15, 2026 to December 18, 2026. The amendment also sets expense payment and reimbursement terms for the Sellers, and the closing remains subject to third-party consents, stockholder approvals, and other customary conditions.
Outside termination date moved from October 15, 2026 to December 18, 2026
If the deal does not close by December 18, 2026, Kustom will pay the Sellers' eligible expenses incurred after November 16, 2026
If the agreement is terminated, Kustom will reimburse up to $200,000 of Sellers' costs for an incremental audit within five business days
Kustom Entertainment's 1-for-10 reverse stock split and a proportional cut in authorized common shares took effect October 1, 2026, with the stock trading on a split-adjusted basis on Nasdaq. The company said the split is meant to lift its share price above the Nasdaq $1.00 minimum bid price for continued listing. At its October 5, 2026 annual meeting, stockholders approved all eleven proposals, including share issuances tied to a proposed acquisition from TFL, LLC.
Outstanding common shares fell from 6,506,860 to 650,686 after the split, subject to rounding of fractional shares; new CUSIP is 25382T705.
Authorized common shares were reduced from 13,333,333 to 1,333,334.
At the October 5, 2026 annual meeting, 3,419,508 shares were represented, about 52.55% of shares outstanding on the August 7, 2026 record date.
Stockholders approved raising authorized shares from 23,333,333 to 1,200,000,000 and issuing shares tied to the Unit Purchase Agreement dated August 31, 2026 with TFL, LLC.
Kustom Entertainment signed a Unit Purchase Agreement on August 31, 2026, to acquire all equity interests of TFL, LLC for $89.6 million in cash and $22.4 million in restricted common stock, with an additional $11.2 million in stock held back and tied to TFL's Target EBITDA through 2027. Closing requires conditions including third-party consents, stockholder approvals and sufficient funds, and either party may terminate if the deal is not completed by October 15, 2026. Shareholders would see new restricted shares issued and a seller-designated director join the board at closing.
Cash consideration of $89.6 million, subject to adjustments based mainly on TFL's closing net debt and transaction expenses
Stock consideration of $22.4 million in restricted common stock, priced on the 10-day volume weighted average trading price before closing
$11.2 million holdback in restricted shares, issued only if a specified Target EBITDA is achieved from closing through calendar year 2027
Company will repay $35.0 million of TFL indebtedness at closing; the agreement's outside date is October 15, 2026
Kustom Entertainment completed the sale of substantially all assets of its video solutions business to Cycurion on August 3, 2026. The filing lists consideration of $1.25 million cash, a $4.25 million secured promissory note, up to $1 million in earnout payments, and $600,000 of Cycurion Series H Preferred Stock. Pro forma figures show lower 2025 revenue and a smaller net loss, because the sold business is no longer included.
Closed August 3, 2026; the $1.25 million cash payment includes a $250,000 extension payment received July 27, 2026.
The $4.25 million note bears 7% interest, has a three-year term, and is secured by the transferred assets.
Pro forma 2025 revenue was $8.65 million versus $13.75 million historical; pro forma net loss attributable to common stockholders was $6.07 million versus $6.67 million historical.
A Second Amendment to a Common Stock Purchase Agreement with an unnamed investor was also entered into August 3, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every KUSTOM ENTERTAINMENT, INC. filing is on SEC EDGAR ↗. 8-K briefs of other companies →