{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-22-034911","form_type":"8-K","ticker":"KUST","cik":"0001342958","company_name":"KUSTOM ENTERTAINMENT, INC.","filed_at":"2022-12-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:50.283107+00:00","generated_at":"2026-06-21T07:22:50.329887+00:00","sec_items":["5.02","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.78,"calibrated_materiality_score":0.78,"confidence":"high","headline":"Digital Ally to split into two public companies; shareholders reject executive pay advisory vote","bullets":["Announced plan to separate into two focused, independent publicly traded companies; no timeline or financial details provided.","Stockholders failed to approve (non-binding) named executive officer compensation; majority voted against.","Shareholders authorized reverse stock split (1:5 to 1:20) at Board's discretion before Dec 31, 2023.","Authorized share count increased from 110M to 210M (200M common) via charter amendment.","CEO Stanton Ross awarded 400,000 restricted shares (two-year vest); COO Peng Han awarded 100,000 shares (five-year vest)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-22-034911","json":"https://secwatch.observer/filing/0001493152-22-034911.json","markdown":"https://secwatch.observer/filing/0001493152-22-034911.md","text":"https://secwatch.observer/filing/0001493152-22-034911.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T07:22:50.329887+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8e8becdf6347c3950490326d523814a3ed954bae","claim":"KUSTOM ENTERTAINMENT, INC.: Increased authorized shares of capital stock from 110,000,000 to 210,000,000 (effective 2022-12-08).","evidence_excerpt":"On December 8, 2022, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation (“Articles”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of its capital stock that the Company may issue from 110,000,000 shares to 210,000,000 shares","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-12-08"}],"fact_type":"governance_change"},{"claim_id":"0c23b05c6a78fa07164e1f5779b6306c6825a616","claim":"KUSTOM ENTERTAINMENT, INC. shareholders approved Approval to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Articles, to effect a reverse stock split of the issued and outstanding Common Stock at a ratio to be determined by the Board, ranging from one-for-five t at the 2023-12-31 meeting.","evidence_excerpt":"Proposal Four : Approval to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Articles, to effect a reverse stock split of the issued and outstanding Common Stock at a ratio to be determined by the Board, ranging from one-for-five to one-for-twenty, 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 no later than December 31, 2023, when the authority granted in this proposal to implement such reverse stock split would terminate. Votes For Votes Against Abstain 241,874,294 51,517,276 136,754 The stockholders approved the 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, to effect a reverse stock split of the issued and outstanding Common Stock at a ratio to be determined by the Board, ranging from one-for-five to one-f","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"17db8eed357d9e8eab24851a3ba4275eb93b6db9","claim":"KUSTOM ENTERTAINMENT, INC. shareholders approved Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 at the 2022-12-31 meeting.","evidence_excerpt":"Proposal Six : Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. Votes For Votes Against Abstain 23,707,430 4,441,702 1,379,192 The appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 was ratified.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2022-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"5f9a4d6991968824b6624f348e43e35a1e667cd2","claim":"KUSTOM ENTERTAINMENT, INC. shareholders rejected Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in the Proxy Statement.","evidence_excerpt":"Proposal Five : Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in the Proxy Statement. Votes For Votes Against Abstain Broker Non-Votes 5,204,762 6,647,282 1,259,649 16,416,631 The stockholders did not approve, by a non-binding advisory vote and by the affirmative vote of the holders of a majority of the votes cast, in accordance with the Company’s bylaws, the compensation paid to the Company’s named executive officers.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"failed"}],"fact_type":"shareholder_vote"},{"claim_id":"aa38439dddf7f60c121d1926c18aee2aa9b2137a","claim":"KUSTOM ENTERTAINMENT, INC. shareholders approved Approval of the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan.","evidence_excerpt":"Proposal Two : Approval of the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan (the “Plan”) . Votes For Votes Against Abstain Broker Non-Votes 6,269,721 5,625,906 1,216,067 16,416,630 The Plan was approved.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"b5181d249de309887f164bfc2bc79295172de5f9","claim":"KUSTOM ENTERTAINMENT, INC. shareholders approved Election of Four Directors of the Company.","evidence_excerpt":"Proposal One : Election of Four Directors of the Company. Name Votes For Votes Withheld Broker Non-Votes Stanton E. Ross 8,298,473 4,813,221 16,416,630 Leroy C. Richie 5,743,099 7,368,595 16,416,630 Daniel F. Hutchins 7,332,494 5,779,200 16,416,630 Michael J. Caulfield 7,206,237 5,905,457 16,416,630 All nominees were duly elected.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"be15e1a8452a179992e7c41ca7c0c86825ce688a","claim":"KUSTOM ENTERTAINMENT, INC. shareholders approved Approval of an amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 110,000,000 to 210,000,000, of which 200,000,000 shares shall be classified as Common Stock.","evidence_excerpt":"Proposal Three : Approval of an amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 110,000,000 to 210,000,000, of which 200,000,000 shares shall be classified as Common Stock. Votes For Votes Against Abstain 221,823,939 71,567,024 137,361 The amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 110,000,000 to 210,000,000, of which 200,000,000 shares shall be classified as Common Stock, was approved.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315222034911/0001493152-22-034911-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}