Form 8-K

8-K — KUSTOM ENTERTAINMENT, INC.

Accession: 0001493152-26-018464

Filed: 2026-04-22

Period: 2026-04-21

CIK: 0001342958

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-04-21

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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): April 21, 2026

KUSTOM

ENTERTAINMENT, INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-33899

20-0064269

(State

or other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

6366

College Blvd., Overland Park, KS 66211

(Address

of Principal Executive Offices) (Zip Code)

(913)

814-7774

(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 ☐

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

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective

as of April 22, 2026, Kustom Entertainment, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of

Change”) to its Articles of Incorporation, as amended (the “Articles of Incorporation”) adopted by the Company’s

Board of Directors (the “Board”) and filed with the Secretary of State of the State of Nevada on April 21, 2026, to effect

a reverse stock split at a ratio of one-for-five (1-for-5), such that every five shares of the Company’s common stock, par value

$0.001 (the “Common Stock”) issued and outstanding would be converted and exchanged into one (1) share of Common Stock (the

“Reverse Stock Split”) and proportionately reduce the number of shares of Common Stock authorized (the “Capital Stock

Reduction”). The record date for determining the holders of Common Stock entitled to receive shares of Common Stock following the

effectiveness of the Reverse Stock Split was April 7, 2026. The Reverse Stock Split and Capital Stock Reduction became effective on April

22, 2026, and began trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on April 22, 2026.

The

number of outstanding shares of Common Stock prior to the Reverse Stock Split was 2,633,063 and the number of outstanding shares of Common

Stock following the Reverse Stock Split is 526,613 subject to adjustment for the rounding up of fractional shares to the nearest whole

share. The new CUSIP number for the Common Stock is 25382T606.

The

number of authorized shares of Common Stock prior to the Capital Stock Reduction was 66,666,666. The number of authorized shares of Common

Stock following the Capital Stock Reduction is 13,333,333.

The

foregoing description of the Certificate of Change does not purport to be complete and is subject to, and is qualified in its entirety

by reference to, the full text of the Certificate of Change, a copy of which is attached to this Current Report on Form 8-K (this “Form

8-K”) as Exhibits 3.1, and which is incorporated by reference herein.

Item

8.01 Other Events

April 20, 2026, the Company issued a press release announcing the Reverse Stock Split (the “Press Release”). A copy of the

Press Release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Forward-Looking

Statements

Exhibit

99.1 attached to this Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary

statements identifying important factors that could cause actual results to differ materially from those anticipated. Forward-looking

statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding

the Reverse Stock Split, the Capital Stock Reduction, references to the live event production business and its proprietary on-line ticketing

platform, and can be identified by the use of words such as “may,” “will,” “expect,” “project,”

“estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,”

“continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees

of future actions or performance. These forward-looking statements are based on information currently available to the Company and its

current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should

one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly

from those anticipated, believed, estimated, expected, intended, or planned, including, without limitation, risks and uncertainties related

to the Reverse Stock Split, the Capital Stock Reduction, the growth of the live event industry, and there being no guarantee that the

trading price of the Company’s Common Stock will be indicate of the Company’s value. Although the Company believes that the

expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or

achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to

update any of the forward-looking statements to conform these statements to actual results.

Item

9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

3.1

Certificate of Change to the Articles of Incorporation of Kustom Entertainment, Inc., effective on April 22, 2026.

99.1

Press Release dated April 20, 2026.

104

Cover

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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:

April 22, 2026

Kustom

Entertainment, Inc.

By:

/s/

Stanton E. Ross

Name:

Stanton

E. Ross

Title:

Chairman,

President and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Kustom

Entertainment, Inc. Announces Reverse Stock Split

Overland

Park, KS | April 20, 2026 Kustom Entertainment, Inc. (NASDAQ: KUST) (the “Company”), a leading provider of video solutions

which develops, manufactures, and markets advanced video recording products and other critical safety products for law enforcement, emergency

management, fleet safety, and event security, today announced a 1-for-5 reverse split (the “Reverse Stock Split”) of the

Company’s common stock (the “Common Stock”) and proportional reduction of the number of shares of Common Stock and

shares of preferred stock (the “Preferred Stock”) authorized (the “Capital Stock Reduction”). The Company anticipates

that the Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis at the start of

trading on April 22, 2026 and will have a new CUSIP number of 25382T606.

The

Reverse Stock Split is being implemented to increase the per share trading price of the Company’s Common Stock for the purpose

of ensuring a share price high enough to comply with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital

Market.

April 5, 2026, the Company’s board of directors approved a 1-for-5 Reverse Stock Split. The number of outstanding shares of Common

Stock prior to the Reverse Stock Split is 2,633,063 and the number of outstanding shares of Common Stock following the Reverse Stock

Split is 526,613, subject to adjustment for the rounding up of fractional shares. The record date for determining the holders of Common

Stock entitled to receive shares of Common Stock following the effectiveness of the Reverse Stock Split was April 7, 2026.

The

number of authorized shares of Common Stock prior to the Capital Stock Reduction was 66,666,666. The number of authorized shares of Common

Stock following the Capital Stock Reduction is 13,333,333. The number of authorized shares of Preferred Stock is not effected.

Information

to Stockholders

Nevada

Agency and Transfer Company (“NATCO”), the Company’s transfer agent, will send instructions to stockholders of record

who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock

in book-entry form or in brokerage accounts or “street name” are not required to take any action to effect the exchange of

their shares of Common Stock following the Reverse Stock Split. NATCO may be reached for questions at 775-322-5623.

About

Kustom Entertainment, Inc. - Kustom Entertainment, Inc. is a leader in live event production and ticketing technology. The company

specializes in large-scale music festivals, including the legendary Country Stampede, and provides end-to-end event management and proprietary

ticketing solutions for venues across the United States. The Country Stampede Festival is one of the company’s flagship events,

celebrating the best in country music while fostering community and providing a platform for emerging talent.

The

2026 Country Stampede will take place June 25, 26, and 27, 2026, at the Azura Amphitheater in Bonner Springs, Kansas which

is located within the Kansas City Metroplex area. Tickets, camping, and VIP experiences are available at www.CountryStampede.com.

For

additional news and information please visit www.kustom440.com.

Forward-Looking

Statements

The

foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not

relate solely to historical or current facts, including without limitation statements regarding the Reverse Stock Split, Capital Stock

Reduction, and references to the live event production business, and can be identified by the use of words such as “may,”

“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”

“believe,” “potential,” “should,” “continue” or the negative versions of those words

or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements

are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks

and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the

underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,

intended, or planned, including, without limitation, risks and uncertainties related to the growth of the live event industry, and there

being no guarantee that the trading price of the Company’s Common Stock will be indicate of the Company’s value. Although

the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future

results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company

does not intend to update any of the forward-looking statements to conform these statements to actual results.

Contact

Information

Stanton

Ross, CEO

Tom

Heckman, CFO

Kustom

Entertainment, Inc.

913-814-7774

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Cover

Apr. 21, 2026

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Current Fiscal Year End Date

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Entity Registrant Name

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