Form 8-K

8-K — KUSTOM ENTERTAINMENT, INC.

Accession: 0001493152-26-045762

Filed: 2026-10-05

Period: 2026-10-01

CIK: 0001342958

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

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

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): October 1, 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.)

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 ☐

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 October 1, 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 September 29, 2026, to effect

a reverse stock split at a ratio of one-for-ten (1-for-10), such that every ten 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 Reverse Stock Split and Capital Stock Reduction became effective on October 1, 2026, and began trading on the

Nasdaq Capital Market on a split-adjusted basis at the start of trading on October 1, 2026.

The

number of outstanding shares of Common Stock prior to the Reverse Stock Split was 6,506,860 and the number of outstanding shares of Common

Stock following the Reverse Stock Split is 650,686 subject to adjustment for the rounding up of fractional shares to the nearest whole

share. The new CUSIP number for the Common Stock is 25382T705.

The

number of authorized shares of Common Stock prior to the Capital Stock Reduction was 13,333,333. The number of authorized shares of Common

Stock following the Capital Stock Reduction is 1,333,334.

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

5.07.

Submission of Matters to a Vote of Security Holders.

Monday October 5, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). There were 3,419,508

shares of the Common

Stock, represented in person or by proxy at the Annual Meeting, constituting approximately 52.55%

of the outstanding shares of Common Stock on August 7, 2026,

the record date for the Annual Meeting (the “Record Date”), and establishing a quorum.

Set

forth below are each of the eleven proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal,

as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive

Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on September 22, 2026 and the

revised Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on September

23, 2026.

Proposal

One: Election of Four Directors of the Company.

Name

Votes

For

Votes

Withheld

Stanton E. Ross

3,400,808

18,700

Leroy C. Richie

3,400,536

18,972

D. Duke Daughtery

3,400,573

18,935

Charles M. Anderson

3,401,851

17,657

All

nominees were duly elected.

The

Board of Directors of the Company made appointments to its various committees after the Annual Meeting. The members of the Company’s

Audit Committee are Messrs. Richie, Daughtery and Anderson. Mr. Daughtery is the chairman of the Audit Committee. The members of the

Compensation Committee are Messrs. Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Compensation Committee. The members

of the Nominating and Governance Committee are Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Nominating and Governance

Committee.

Proposal

Two: Ratification of the appointment of Victor Mokuolu CPA PLLC as the Company’s independent registered public accounting

firm for the year ending December 31, 2026.

Votes

For

Votes

Against

Abstain

3,408,047

9,177

2,284

The

appointment of Victor Mokuolu CPA PLLC as the independent registered public accounting firm of the Company for the year ending December

31, 2026 was ratified.

Proposal

Three: Approval of an amendment to the Company’s articles of incorporation, as amended, to increase the number of authorized

shares of the Company’s capital stock that may be issued from 23,333,333 shares to 1,200,000,000 shares, of which 1,000,000,000

shares shall be classified as Common Stock, and 200,000,000 shares shall be classified as preferred stock, par value $0.001 per share.

Votes

For

Votes

Against

Abstain

3,275,338

119,349

24,821

The

proposal was approved.

Proposal

Four: Approval of, for purposes of complying with The Nasdaq Stock Market LLC (“Nasdaq”) listing rule 5635(a),

the potential issuance of 20% or more of the outstanding shares of the Common Stock, pursuant to the Unit Purchase Agreement, dated as

of August 31, 2026, by and among the Company, TFL, LLC, certain sellers, and the sellers’ representative, identified in the Unit

Purchase Agreement (the “Acquisition”).

Votes

For

Votes

Against

Abstain

3,296,024

115,636

7,848

The

proposal was approved.

Proposal

Five: Approval of, for the purposes of complying with Nasdaq listing rule 5635(b), the potential issuance of shares of the

Common Stock in connection with the Acquisition, which would result in a “change of control” of the Company.

Votes

For

Votes

Against

Abstain

3,303,383

108,529

7,596

The

proposal was approved.

Proposal

Six: Approval, for the purposes of complying with Nasdaq listing rule 5635(d), the potential issuance of shares of the Common

Stock in connection with the Acquisition.

Votes

For

Votes

Against

Abstain

3,303,257

100,123

16,128

The

proposal was approved.

Proposal

Seven: Approval, for purposes of complying with Nasdaq listing rule 5635(b) and (d), a proposed offering of the issuance of

shares of the Common Stock issuable in connection with payment of the cash portion of the purchase price for the Acquisition.

Votes

For

Votes

Against

Abstain

3,297,814

116,746

4,948

The

proposal was approved.

Proposal

Eight: Approval of a proposal to authorize the Board, in its sole and absolute discretion, and without further action of the

stockholders, to file an amendment to the Articles of Incorporation, to effect one or more reverse stock splits of the issued and outstanding

Common Stock, at a ratio to be determined by the Board, ranging from one-for-two (1:2) to one-for-one hundred (1:100) (the “Reverse

Stock Splits”), with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its

sole discretion, but not later than twelve (12) months from the date the proposal is approved by the stockholders, when the authority

granted in this proposal to implement the Reverse Stock Split would terminate.

Votes

For

Votes

Against

Abstain

Broker

Non-Votes

3,303,354

114,644

1,510

The

proposal was approved.

Proposal

Nine: Approval of the 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan.

Votes

For

Votes

Against

Abstain

3,292,545

100,198

26,765

The

proposal was approved.

Proposal

Ten: Approval of the non-binding advisory vote on the compensation of our named executive officers.

Votes

For

Votes

Against

Abstain

3,290,991

93,408

35,109

The

proposal was approved.

Proposal

Eleven: Approval of the non-binding advisory vote on the frequency of the stockholder advisory vote on executive compensation.

Votes for

One-Year

Votes for

Two-Years

Votes for

Three-Years

Abstain

59,310

1,307

3,336,355

22,536

The

advisory (non-binding) vote approved the frequency of voting on executive compensation to be every three years.

5.07(d)

accordance with the recommendation of the Company’s Board of Directors, the Company’s stockholders approved, on an advisory

basis, three years as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive

officers. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company’s named executive

officers on a triannual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer

compensation.

Item

8.01 Other Events

September 29, 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 October 1, 2026.

99.1

Press Release dated September 29, 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:

October 5, 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

Olathe,

KS | September 29, 2026 Kustom Entertainment, Inc. (NASDAQ: KUST) (the “Company”), a leader in live event production

and ticketing technology, today announced a 1-for-10 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 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 October 1, 2026 and will have a new CUSIP number of 25382T705.

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.

September 18, 2026, the Company’s board of directors approved a 1-for-10 Reverse Stock Split. The number of outstanding shares

of Common Stock prior to the Reverse Stock Split is 6,506,860 and the number of outstanding shares of Common Stock following the Reverse

Stock Split is 650,686, subject to adjustment for the rounding up of fractional shares.

The

number of authorized shares of Common Stock prior to the Capital Stock Reduction was 13,333,333. The number of authorized shares of Common

Stock following the Capital Stock Reduction is 1,333,334. The number of authorized shares of preferred stock is not affected.

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. For more information, visit

http://www.kustoment.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 indicative 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.

Phone:

(913) 456-KUST (5878)

Email:

info@kustoment.com

Website:

www.kustoment.com

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Cover

Oct. 01, 2026

Cover [Abstract]

Document Type

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Document Period End Date

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Current Fiscal Year End Date

--12-31

Entity File Number

001-33899

Entity Registrant Name

KUSTOM

ENTERTAINMENT, INC.

Entity Central Index Key

0001342958

Entity Tax Identification Number

20-0064269

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1475

N Winchester St

Entity Address, City or Town

Olathe

Entity Address, State or Province

Entity Address, Postal Zip Code

66061

City Area Code

(913)

Local Phone Number

456-5878

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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