Kustom Entertainment, Inc. filed a Form 8-K on November 9, 2026, disclosing that it entered into an amendment to its Unit Purchase Agreement with TFL, LLC on November 6, 2026, extending the outside termination date for the proposed transaction to December 18, 2026.

Key Highlights

  • Deadline extended: The outside termination date for consummation of the proposed transaction was extended from October 15, 2026 to December 18, 2026.
  • Expense reimbursement provision added: If the transaction is not consummated by December 18, 2026, the company will pay the Sellers' reasonable and documented expenses incurred after November 16, 2026 and prior to closing.
  • Audit cost cap: If the Unit Purchase Agreement is terminated for any reason, the company will reimburse the Sellers up to $200,000 for documented costs related to an incremental audit required by the company, payable within five business days of termination.
  • Original agreement date: The Unit Purchase Agreement was originally entered into on August 31, 2026, with TFL, LLC and a group of named Sellers and their representative, Daniel P. Rouen.
  • Closing conditions remain: The transaction is still subject to required third-party consents, stockholder approvals, the company obtaining sufficient funds, and other customary closing conditions.

Kustom Entertainment Amends TFL Purchase Agreement, Adds Cost Protections for Sellers

According to the filing, Kustom Entertainment, Inc. (NASDAQ:KUST) entered into Amendment No. 1 to its Unit Purchase Agreement with TFL, LLC, a Kansas limited liability company, and the Sellers' Representative, Daniel P. Rouen, on November 6, 2026. The amendment's primary effect, as the company disclosed, was to push the outside termination date for the proposed acquisition from October 15, 2026 to December 18, 2026, providing additional time for the parties to satisfy closing conditions.

The amendment also introduced financial protections for the Sellers in two circumstances. First, the filing states that if the proposed transaction is not completed by December 18, 2026, the company will cover the Sellers' reasonable and documented expenses incurred in connection with the transaction after November 16, 2026 and before closing. Second, in the event the Unit Purchase Agreement is terminated for any reason, the company agreed to reimburse the Sellers within five business days for up to $200,000 of documented costs tied to an incremental audit the company required as part of the proposed transaction.

The filing notes that, except as expressly amended, the original Unit Purchase Agreement remains in full force and effect, and that in the event of any inconsistency between the two documents, the Amendment Agreement will control. The company stated that closing remains subject to customary conditions, including required third-party consents, stockholder approvals, the company obtaining sufficient funds, and corporate actions necessary to authorize the issuance of stock consideration. A press release announcing the amendment was issued on November 9, 2026, and is attached as Exhibit 99.1 to the filing.

What Was Disclosed

Kustom Entertainment disclosed an amendment to its Unit Purchase Agreement with TFL, LLC, extending the transaction deadline to December 18, 2026, adding seller expense coverage if the deal is not timely closed, and committing to reimburse up to $200,000 in audit costs if the agreement is terminated.