Kustom Entertainment and Cycurion Reach $5.5 Million Transaction Agreement
Kustom Entertainment (KUST) and Cycurion (CYCU) announced they have entered into a revised, non-binding Memorandum of Understanding that establishes revised terms for the sale of Kustom's legacy video solutions segment to Cycurion from the previously announced MOU on January 22, 2026. The parties have moved into the final stage of the transaction, focusing on the completion of definitive documentation. Based on the progress made to date, the parties currently anticipate the transaction will close on or prior to June 30, 2026. Under the terms of the agreement, the aggregate purchase price is $5,500,000, structured to provide Kustom with immediate liquidity, long-term yield, and equity upside. The consideration consists of: Cash Payment: A $1,250,000 cash down payment payable at closing. Secured Promissory Note: A $4,250,000 secured promissory note bearing 7% interest, payable in 36 monthly installments. Equity Upside: The issuance to Kustom of 2,000,000 common stock purchase warrants with a two-year term and an exercise price of $2.80 per share. Performance Adjustments: An earn-out and clawback mechanism, capped at $1,000,000, based on the Business achieving specific net income milestones, as defined in the definitive agreement, milestones over a one-year period for the clawback and a three-year period for the earn-out. "We are pleased to have reached an agreement on the revised economic terms of this divestiture," said Stanton Ross, CEO of Kustom. "This moves us into the final stretch of a transition that allows Kustom Entertainment to focus on its core growth initiatives while ensuring our legacy video customers continue to receive high-level service under Cycurion's stewardship."
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- Transaction Overview: Cycurion has entered a non-binding Memorandum of Understanding with Kustom Entertainment to acquire Kustom's legacy video solutions segment, which is expected to contribute approximately $5.1 million in annual revenue and an $8.0 million backlog, indicating the segment's stable historical performance.
- Accelerated Integration Plans: Both parties aim to close the transaction by early June 2026, reflecting strong alignment between their teams, with Cycurion planning to integrate the newly acquired video surveillance and digital evidence management capabilities into its ARx cybersecurity platform, thereby enhancing public safety and security solutions for customers.
- Financial Arrangement: The agreed purchase price of $5.5 million includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note, along with additional warrants and performance-based earn-out provisions, demonstrating Cycurion's confidence in future growth.
- Market Outlook: This acquisition not only strengthens Cycurion's service capabilities in the cybersecurity sector but also propels its inorganic growth strategy, with expectations to enhance its market share among government, healthcare, and corporate clients.
- Transaction Overview: Cycurion has revised its non-binding MOU with Kustom Entertainment to acquire Kustom's legacy video solutions segment, which is expected to contribute approximately $5.1 million in annual revenue and an $8.0 million backlog, indicating strong financial potential aligned with historical performance.
- Deal Structure: The agreed purchase price of $5.5 million includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note, along with additional warrants and performance-based earn-out provisions, showcasing Cycurion's flexible financial arrangements to mitigate risks in the acquisition.
- Integration Strategy: Cycurion plans to integrate Kustom's video surveillance and digital evidence management capabilities with its ARx cybersecurity platform, thereby enhancing its public safety and security solutions, which will further strengthen its competitive position in the market.
- Timeline and Execution: Both parties aim to close the transaction by early June 2026; although the MOU is non-binding, the accelerated timeline reflects strong confidence in the transaction's success, suggesting that Cycurion's rapid growth strategy will continue to advance.

- Reverse Stock Split Announcement: Kustom Entertainment has announced a 1-for-5 reverse stock split aimed at raising its share price to meet Nasdaq's minimum $1 bid requirement, thereby ensuring the company's continued listing on the exchange.
- Trading Schedule: The common stock will begin trading on a split-adjusted basis on April 22, 2026, which will influence investors' trading strategies and market positioning ahead of the adjustment.
- Authorized Shares Adjustment: Following the capital stock reduction, the number of authorized shares for KUST will be set at 13.33 million, while the number of authorized preferred shares remains unaffected, potentially impacting the company's capital structure and financing capabilities.
- Market Reaction: Following the reverse split announcement, KUST shares fell 7.2% in premarket trading, indicating a negative market reaction that could affect investor confidence and future stock performance.
- Transaction Overview: Kustom Entertainment and Cycurion have reached a revised Memorandum of Understanding, with an aggregate purchase price of $5.5 million, including a $1.25 million cash down payment and a $4.25 million secured promissory note, with the transaction expected to close by June 30, 2026, ensuring Kustom's liquidity and long-term yield.
- Equity Upside Mechanism: Kustom will receive 2 million common stock purchase warrants with an exercise price of $2.80 per share and a two-year term, enhancing the company's capital structure and future growth potential.
- Strategic Integration Plan: Cycurion's CEO stated that this acquisition is a cornerstone of their portfolio expansion, aiming to integrate Kustom's video solutions into their broader technology offerings, thereby enhancing market competitiveness and customer service capabilities.
- Transaction Timeline: The parties have agreed to a 30-day exclusivity period for drafting the final Asset Purchase Agreement, with the transaction remaining subject to customary closing conditions and necessary regulatory approvals to ensure a smooth process.
- Revenue Growth: Digital Ally's total revenues from continuing operations reached approximately $13.755 million for the fiscal year, reflecting a year-over-year increase of $235,000, indicating a stable growth trend in the company's market despite ongoing economic challenges.
- Loss Improvement: The net loss from continuing operations improved significantly from $17.9 million last year to $5.955 million, a reduction of approximately $11.945 million, demonstrating the company's substantial progress in cost control and operational efficiency.
- Financial Health: Although still in a loss position, the combination of revenue growth and reduced losses suggests that the company's financial health is gradually improving, potentially attracting more investor interest in the future.
- Market Outlook: As the company continues to optimize operations and enhance product competitiveness, it is expected to further drive revenue growth, increase market share, and strengthen brand influence.
- Efficiency Enhancement Plan: Cycurion is realigning key resources and teams, expecting to achieve approximately $2.2 million in annual cost efficiencies, thereby enhancing client engagement and service delivery while driving innovation in cloud security and AI risk management.
- Leadership Appointment: Rick Finfera has been appointed as Chief Revenue Officer, and with his extensive experience in building high-performing sales teams and market strategies, he will focus on expanding client relationships and driving sustainable revenue growth.
- Acquisition Deal Impact: Cycurion's acquisition of Kustom Entertainment's video solutions division, valued between $6.0 million and $8.4 million, is expected to generate an increase of approximately $5.1 million in revenue for 2026 and strengthen the company's recurring revenue model.
- Stock Price Dynamics: During premarket trading on Wednesday, Cycurion shares rose by 2.58% to $1.99, although they remain near their 52-week low of $1.62, indicating a positive market response to the reorganization and growth strategy.








