KUST 8-K
Kustom Entertainment, Inc. (KUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| of Incorporation) | File Number) | Identification No.) |
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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
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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 | ||
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 | |