GlobeNewswire·Apr 17, 2026, 7:00 AM ET

KUSTOM ENTERTAINMENT AND CYCURION ANNOUNCE AGREEMENT ON TERMS FOR SALE OF LEGACY VIDEO SOLUTIONS SEGMENT

Kustom Entertainment, Inc. and Cycurion, Inc. signed a revised, non-binding Memorandum of Understanding to sell Kustom's legacy video solutions segment to Cycurion.
The parties anticipate the transaction will close on or before June 30, 2026, following the completion of definitive documentation.
The aggregate purchase price is $5,500,000, consisting of a $1,250,000 cash down payment at closing.
Kustom will receive a $4,250,000 secured promissory note bearing 7% interest, payable in 36 monthly installments.
The deal includes 2,000,000 common stock purchase warrants for Kustom with a two-year term, an exercise price of $2.80 per share, and registration-based commencement.
Performance adjustments include a clawback mechanism capped at $1,000,000 over one year and an earn-out capped at $1,000,000 over three years, both based on net income milestones.
A 30-day "no-shop" exclusivity period has been agreed upon to facilitate drafting the final Asset Purchase Agreement.
The transaction remains subject to customary closing conditions, regulatory approvals, and final documentation.
Stanton Ross, Kustom's CEO, stated the deal allows the company to focus on core growth initiatives while ensuring legacy video customers receive service under Cycurion.
L. Kevin Kelly, Cycurion's Chairman and CEO, described the acquisition as a cornerstone for portfolio expansion involving the integration of camera and software solutions.