Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments to Articles of Incorporation or Bylaws; Change
5.03 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 5.07Item 5.07 - Submission of Matters to Vote
Item Submission of Matters to a Vote of Security Holders.
5.07.
On
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 Votes
For 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 Votes Abstain
For Against
────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
───────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
──────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
──────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
───────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
──────────────────────────────────────────────────────────────────────────
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 Votes Abstain Broker
For Against Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────
3,303,354 114,644 1,510 0
The
proposal was approved.
Proposal
Nine: Approval of the 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan.
Votes Votes Abstain
For Against
───────────────────────────────────────────────────────────────────────────
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 Votes Abstain
For Against
──────────────────────────────────────────────────────────────────────────
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 Votes for Votes for Abstain
One-Year Two-Years Three-Years
────────────────────────────────────────────────────────────────────────────────────────────────────────────
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 )
In
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 8.01Item 8.01 - Other Events
Item
8.01 Other Events
On
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.