UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2026
KUSTOM ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-33899 | 20-0064269 | ||
| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
1475 N Winchester St, Olathe, KS 66061
(Address of Principal Executive Offices) (Zip Code)
(913) 456-5878
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | ||
| Common Stock, $0.001 par value per share | KUST | The Nasdaq Capital Market LLC |
Item 3.02 Unregistered Sales of Equity Securities.
On August 7, 2026, Kustom Entertainment, Inc. (the “Company”) issued an aggregate of 2,625,000 shares of common stock, par value $0.001 per share (“Common Stock”) to a number of consultants, advisors, service providers, financing sources, and strategic partners, in consideration with: services rendered and to be rendered to the Company in connection with accrued obligations, asset acquisitions, and incurred debt (the “Share Issuances”). The Share Issuances were made pursuant to various agreements between the Company and the applicable recipients.
The Share Issuances were completed in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each recipient represented that it was acquiring the securities for investment purposes and not with a view toward distribution. The shares were issued as restricted securities and may not be offered or sold absent registration or an applicable exemption from registration.
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: August 13, 2026 | ||
| Kustom Entertainment, Inc. | ||
| By: | /s/ Stanton E. Ross | |
| Name: | Stanton E. Ross | |
| Title: | Chairman, President and Chief Executive Officer | |