{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-001231","form_type":"8-K","ticker":"KUST","cik":"0001342958","company_name":"KUSTOM ENTERTAINMENT, INC.","filed_at":"2026-01-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.889423+00:00","generated_at":"2026-05-16T10:48:24.140616+00:00","sec_items":["1.01","2.01","9.01","8.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Kustom Entertainment sells 51% healthcare stake for $1.45M to focus on live events","bullets":["Sold 51% ownership in Nobility Healthcare to minority owner for $100k cash, $209.5k credits, and $1.14M promissory note at 6% interest.","Transaction closed Jan 8, 2026, effective Jan 1, 2026.","Pro forma nine-month 2025 revenue would be $10.5M vs historical $14.6M; net loss attributable to common $1.43M vs $1.30M.","Company pivots to live entertainment and online ticketing, citing $100B global market; expands Country Stampede festival."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-001231","json":"https://secwatch.observer/filing/0001493152-26-001231.json","markdown":"https://secwatch.observer/filing/0001493152-26-001231.md","text":"https://secwatch.observer/filing/0001493152-26-001231.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T10:48:24.140616+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":"6b560fdc0a43d63226f3e11bab47a62b2ac0b2f7","claim":"KUSTOM ENTERTAINMENT, INC. completed a disposition involving Nobility LLC for $1,450,000 (closed 2026-01-08).","evidence_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","confidence":0.9},{"claim_id":"b3c7919dee529d5284146bf49bfc77df1b09a4ba","claim":"KUSTOM ENTERTAINMENT, INC. entered into Unit Purchase Agreement with Nobility LLC valued at $1,450,000 (effective 2026-01-01).","evidence_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001914496-26-000076","ticker":null,"company_name":"Sculptor Diversified Real Estate Income Trust, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Sculptor Diversified Real Estate acquires JW Marriott Marco Island for $835M via $690M loan, $87M equity","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001914496-26-000076","json":"https://secwatch.observer/filing/0001914496-26-000076.json","markdown":"https://secwatch.observer/filing/0001914496-26-000076.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/sreit-20260501.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"in 1982 and renovated in 2016) and the Lanai Tower (built in 2019). The MIH JV acquired a fee simple interest in the Property. The aggregate purchase price for the Property was $835.0 million. The acquisition was funded with $690 million of proceeds from the Loan (defined below) and the remainder from equity contributions from the members of the MIH JV (approximately","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm"}},{"accession":"0001493152-26-026559","ticker":"WINV","company_name":"WinVest Acquisition Corp.","filed_at":"2026-06-01T15:20:55+00:00","headline":"WinVest amends business combination agreement to add ADS structure and share restructuring","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026559","json":"https://secwatch.observer/filing/0001493152-26-026559.json","markdown":"https://secwatch.observer/filing/0001493152-26-026559.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"On May 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination Agreement was amended and restated in its entirety","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm"}},{"accession":"0001437749-26-015616","ticker":"GTN","company_name":"GRAY MEDIA, INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Gray Media closes $171M station acquisition from Allen Media Group","event_type":"m_and_a","sec_items":["2.01","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-015616","json":"https://secwatch.observer/filing/0001437749-26-015616.json","markdown":"https://secwatch.observer/filing/0001437749-26-015616.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/43196/000143774926015616/0001437749-26-015616-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/43196/000143774926015616/gtn20260505c_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"On May 1, 2026, the Company acquired the assets of WAAY (ABC) in Huntsville, Alabama, WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri, and Harrisburg, Illinois, WEVV (CBS/FOX) in Evansville, Indiana, WFFT (FOX) in Ft. Wayne, Indiana, WCOV (FOX) and WIYE (IND) in Montgomery, Alabama, KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana, and WREX (NBC) in Rockford, Illinois (collectively, together with the Allen 3, the “Allen Media Stations”) from AMG for a purchase price of $115 million plus working capital adjustments, which was funded using the Company’s available cash on hand.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/43196/000143774926015616/0001437749-26-015616-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On January 8, 2026, Digital Ally Healthcare, Inc. (the “Seller”), a Nevada corporation and a wholly-owned subsidiary of Kustom Entertainment, Inc. (the “Company”) entered into and closed a Unit Purchase Agreement (the “Agreement”) with Nobility LLC, an Arizona limited liability company (the “Buyer”), and Nobility Healthcare, LLC, a Kansas limited liability company (“Nobility Healthcare” and collectively with the Seller and the Buyer the “Parties”). Pursuant to the Agreement, the Buyer purchased all of the Seller’s units of ownership interest (“Units”) in Nobility Healthcare, for Closing Funds (as defined in the Agreement) and a promissory note (the “Note”), totaling $ 1,450,000, due upon closing (the “Transaction”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342958/000149315226001231/0001493152-26-001231-index.htm","comparable_excerpt":"On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}