Form 8-K

8-K — KUSTOM ENTERTAINMENT, INC.

Accession: 0001493152-26-017152

Filed: 2026-04-17

Period: 2026-04-17

CIK: 0001342958

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 17, 2026

KUSTOM

ENTERTAINMENT, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-33899

20-0064269

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

6366

College Blvd., Overland Park, KS 66211

(Address

of Principal Executive Offices) (Zip Code)

(913)

814-7774

(Registrant’s

telephone number, including area code)

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each

exchange on which registered

Common Stock, $0.001 par

value

KUST

The Nasdaq Capital Market

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. ☐

Item

8.01. Other Events.

April 17, 2026, Kustom Entertainment, Inc. (the “Company”) issued a press release announcing that it has entered into a revised

non-binding Memorandum of Understanding (“MOU”) with Cycurion, Inc. (“CYCU”) regarding the contemplated divestiture

of the Company’s Video Solutions Segment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is

incorporated herein by reference. This MOU replaces the non-binding MOU entered into with CYCU on January 22, 2026, as previously announced

on January 22, 2026.

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. Such statements

include, but are not limited to, statements regarding the anticipated closing of the transactions contemplated by the MOU; the acceleration

of the Company’s inorganic growth strategy; the integration of the Business; and other statements that are not historical facts,

including statements which may be accompanied by words such as “continue,” “will,” “may,” “could,”

“should,” “expect,” “expected,” “plans,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to

identify such forward-looking statements. 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. Examples of such risks and uncertainties include, but are not

limited to, the outcomes of the parties’ investigations and Business integration, risks related to the closings of the transactions

contemplated by the MOU, any potential legal proceedings, or the future performance of the Company’s stock. 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.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release dated April 17, 2026.

104

Cover Page Interactive Data File. (Embedded within

the Inline XBRL document.)

SIGNATURE

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.

Dated:

April 17, 2026

Kustom Entertainment, Inc.

By:

/s/ Stanton E. Ross

Name:

Stanton E. Ross

Title:

Chairman, President and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

KUSTOM

ENTERTAINMENT AND CYCURION ANNOUNCE AGREEMENT ON TERMS FOR SALE OF LEGACY VIDEO SOLUTIONS SEGMENT

TARGET

JUNE 30, 2026 CLOSING DATE

OVERLAND

PARK, KS and MCLEAN, VA – April 17, 2026 – Kustom Entertainment, Inc. (Nasdaq: KUST) (“Kustom” or the “Company”),

and Cycurion, Inc. (Nasdaq: CYCU) today announced they have entered into a revised, non-binding Memorandum of Understanding (“MOU”)

that establishes revised terms for the sale of Kustom’s legacy video solutions segment (the “Business”) to Cycurion

from the previously announced MOU on January 22, 2026.

The

parties have moved into the final stage of the transaction, focusing on the completion of definitive documentation. Based on the progress

made to date, the parties currently anticipate the transaction will close on or prior to June 30, 2026.

Key

Transaction Terms

Under

the terms of the agreement, the aggregate purchase price is $5,500,000, structured to provide Kustom with immediate liquidity, long-term

yield, and equity upside. The consideration consists of:

●

Cash Payment: A $1,250,000 cash down payment payable

at closing.

●

Secured Promissory Note: A $4,250,000 secured promissory

note bearing 7% interest, payable in 36 monthly installments.

●

Equity Upside: The issuance to Kustom of 2,000,000 common

stock purchase warrants with a two-year term (beginning after the underlying shares become registered) and an exercise price of $2.80

per share.

●

Performance Adjustments: An earn-out and clawback mechanism,

capped at $1,000,000, based on the Business achieving specific net income milestones, as defined in the definitive agreement, milestones

over a one-year period for the clawback and a three-year period for the earn-out.

Strategic

Comments

“We

are pleased to have reached an agreement on the revised economic terms of this divestiture,” said Stanton Ross, CEO of Kustom.

“This moves us into the final stretch of a transition that allows Kustom Entertainment to focus on its core growth initiatives

while ensuring our legacy video customers continue to receive high-level service under Cycurion’s stewardship.”

“The

acquisition of Kustom’s video solutions segment is a cornerstone of our portfolio expansion,” added L. Kevin Kelly, Chairman

and CEO of Cycurion. “Our financial teams have worked closely to validate the pro forma outlook for this business, and we are eager

to finalize the documentation and integrate these camera and software solutions into our broader technology offerings.”

Final

Timeline and Documentation

The

parties have agreed to a 30-day “no-shop” exclusivity period to facilitate the drafting of the final Asset Purchase Agreement.

The transaction remains subject to the completion of definitive documentation, customary closing conditions, and any necessary regulatory

approvals.

About

Kustom Entertainment, Inc.

Kustom

Entertainment, Inc. is a leader in live event production and ticketing technology, specializing in large-scale music festivals and end-to-end

event management. Its flagship event, Country Stampede, is held annually at the Azura Amphitheater in Bonner Springs, Kansas.

The

Company also maintains a legacy segment engaged in video solution technology (in-car and body-worn cameras) for law enforcement and security,

currently integrating artificial intelligence to enhance its specialized product lines.

For

additional information, please visit www.kustoment.com and www.digitalally.com.

About

Cycurion, Inc.

Based

in McLean, Virginia, Cycurion is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable,

and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses

its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies

LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed

to securing the digital future. More info: www.cycurion.com.

Forward-Looking

Statements

made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to

risks and uncertainties including the ability of the parties to finalize definitive documentation and the satisfaction of closing conditions

by the anticipated June 30, 2026 date. Such statements include, but are not limited to, statements regarding the anticipated closing

of the transactions contemplated by the MOU; the acceleration of the Company’s inorganic growth strategy; the integration of the

Business; and other statements that are not historical facts, including statements which may be accompanied by words such as “continue,”

“will,” “may,” “could,” “should,” “expect,” “expected,” “plans,”

“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”

and similar expressions are intended to identify such forward-looking statements. If such risks or uncertainties materialize or such

assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected.

You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us

and speak only as of today’s date. All statements other than statements of historical fact are forward-looking statements. These

forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance

or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements

speak only as of the date they are made, and the Company assumes no duty to update forward-looking statements, except as required by

law. Examples of such risks and uncertainties include, but are not limited to, the outcomes of the parties’ investigations and

Business integration, risks related to the closings of the transactions contemplated by the MOU, any potential legal proceedings, or

the future performance of the Company’s stock. Actual future results, performance or achievements may differ materially from historical

results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not

limited to, the risks described from time to time in the Company’s periodic filings with the U.S. Securities and Exchange Commission,

including, without limitation, the risks described in the Company’s 2025 Annual Report on Form 10-K under the captions “Risk

Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable).

These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.

For

Additional Information, Please Contact:

Kustom

Entertainment: Stanton E. Ross, CEO at (913) 456-5878

Cycurion

Investor Relations:(888) 341-6680 investors@cycurion.com

Cycurion

Media Relations:(888) 341-6680 media@cycurion.com

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