Kustom Entertainment Issues 2.625M Unregistered Common Shares

What Happened
Kustom Entertainment, Inc. announced in an 8-K filed Aug 13, 2026 that on August 7, 2026 it issued a total of 2,625,000 shares of its common stock (par value $0.001) to consultants, advisors, service providers, financing sources and strategic partners. The shares were issued in private transactions as payment or consideration for services rendered and to be rendered, asset acquisitions and to settle or incur debt. The issuances were made as restricted securities under exemptions from registration (Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D); each recipient represented they were acquiring the shares for investment, not distribution.

Key Details

• Date of issuance: August 7, 2026; 8-K filed August 13, 2026.
• Number of shares issued: 2,625,000 common shares (par value $0.001).
• Purpose: consideration for services, asset acquisitions and incurred debt to various consultants, advisors, financing sources and partners.
• Regulatory status: private placements exempt from registration under Section 4(a)(2) and Rule 506 (Reg D); shares are restricted and not freely tradable absent registration or an exemption.

Why It Matters
This issuance increases the company’s issued common shares by 2,625,000, which can affect existing shareholders’ ownership percentages and per‑share metrics. Because the shares are restricted and were issued to service providers and partners rather than sold for cash, the company conserved cash but expanded equity compensation/settlement. Investors should note the exemptions used (Reg D/Section 4(a)(2)) and the resale restrictions on these shares; for impact on capitalization and dilution, compare the 2.625M shares to the company’s current outstanding share count in recent filings.