8-KAccepted Oct 5, 5:00 PM ET
Kustom Entertainment: files 1-for-10 reverse stock split; annual meeting votes
Accepted (ET)
5:00 PM
Oct 5, 2026
Filed
Oct 5, 2026
Documents
16
Size
1.4 MB
Summary
Kustom Entertainment: files 1-for-10 reverse stock split; annual meeting votes
What happened
- The company filed a Certificate of Change to its articles of incorporation to effect a 1-for-10 reverse stock split and a proportionate reduction in authorized common stock, which became effective Oct 1, 2026 and began trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on Oct 1, 2026.
- The company held its annual meeting of stockholders on Oct 5, 2026 and reported the certified vote results for 11 proposals that were presented at the meeting.
Key details
- Reverse stock split and capital stock reduction: outstanding shares were 6,506,860 prior to the reverse split and 650,686 following the reverse split, subject to adjustment for the rounding up of fractional shares to the nearest whole share; authorized shares of common stock were 13,333,333 prior to the capital stock reduction and 1,333,334 following the capital stock reduction; new CUSIP is 25382T705.
- Annual meeting participation: 3,419,508 shares were represented in person or by proxy at the Annual Meeting, constituting approximately 52.55% of the outstanding shares on the record date of Aug 7, 2026.
- Director elections and committee appointments: all four nominees were elected (Stanton E. Ross, Leroy C. Richie, D. Duke Daughtery, Charles M. Anderson); the board appointed Messrs. Richie, Daughtery and Anderson to the audit, compensation and nominating and governance committees with committee chairmen as described in the filing.
- Other votes: the appointment of Victor Mokuolu CPA PLLC as independent registered public accounting firm for the year ending Dec 31, 2026 was ratified (Votes For 3,408,047; Against 9,177; Abstain 2,284). Stockholders approved an amendment to increase authorized capital stock to 1,200,000,000 shares (1,000,000,000 common; 200,000,000 preferred) (Votes For 3,275,338; Against 119,349; Abstain 24,821). Proposals related to the proposed acquisition and related Nasdaq rule approvals were also approved.
Why it may matter
- Item 5.03: amendments to articles of incorporation — the filing reports the reverse stock split and the capital stock reduction and the related Certificate of Change.
- Item 5.07: submission of matters to a vote of security holders — the filing reports the certified vote results for 11 proposals voted at the Oct 5, 2026 annual meeting, including director elections, auditor ratification, an increase in authorized shares, approvals related to a proposed acquisition, and advisory votes on executive compensation.
- Item 8.01: other events — the filing references a press release and contains forward-looking statement language.
A filing does not show why the insider traded or why the company acted.