8-K
Venu Holding Corp (VENU)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 23, 2024
VENU
HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Colorado | 001-42422 | 82-0890721 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1755 Telstar Drive, Suite 501<br><br> <br>Colorado Springs, Colorado | 80920 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 788-5300
NotApplicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $.001 per share | VENU | NYSE<br> AMERICAN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On December 23, 2024, Venu Holding Corporation (the “Company”) issued a press release summarizing its third quarter and nine-month results for the period ended September 30, 2024, and announcing the quarter-end conference call and webcast to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. Any materials accompanying the earnings call and webcast, together with an audio replay, have been posted on the Company’s website. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated December 23, 2024 |
| 104 | Cover<br> page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VENU HOLDING CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated: December 30, 2024 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman |
Exhibit99.1
VenuHolding Corporation Reports Its
ThirdQuarter Results Ending September 30, 2024
Total Assets Increase $83,000,000 and Year-over-Year Revenue Increases by 56%
ColoradoSprings, Colorado, December 23, 2024—(BUSINESS WIRE)—Venu Holding Corporation (“VENU” or “The Company”) (NYSE American: VENU), a leading premium hospitality and live entertainment company built by music fans for music fans, announced today its third quarter 2024 results for the period ended September 30, 2024, the first earnings report since its successful initial public offering (“IPO”) which closed on November 29, 2024.
In the third quarter of 2024, VENU brought luxury entertainment to life. VENU executed its business plan with the historic launch of its fan founded and fan owned mission with the opening of its first live, ultra-lux entertainment complex in Colorado Springs, Colorado, Ford Amphitheater. Colorado Ford Dealerships purchased the naming rights for ten years for $13 million, one of the largest amphitheater sponsorships in history. This $70-million-dollar state-of-the-art facility hosted its Grand Opening weekend in August 2024 with an energetic, sold-out crowd featuring GRAMMY award winner, Ryan Tedder and his globally recognized band, OneRepublic. Designed to host over 8,000 music fans per show, Ford Amphitheater features 92 custom build luxury fire-pits suites, a unique feature to all VENU owned and planned amphitheaters.
Nominated by Pollstar Magazine for 2024 Best New Concert Venue of the Year, Ford Amphitheater welcomed over 96,000 music fans from over 5,500 different zip codes from all 50 states in its limited first season. While only hosting 17 shows in August and September (compared to a typical touring season of up to 60 shows running April to November), the Ford Amphitheater featured internationally renowned performers such as Dierks Bentley, Robert Plant, Lauren Daigle and more. Now entering its first full season in 2025, the Ford Amphitheater is off to a rocking start. With an initial set of shows announced and on sale for the 2025 season, and many more in the pipeline, the Ford Amphitheater is actively booking an exciting lineup through its partnership with AEG Presents Rocky Mountains.
VENU is also on schedule to unveil its highly anticipated $35 million dining and entertainment collection in 2025, strategically developed to sit along the east perimeter of Ford Amphitheater. Designed for year-round service, the innovative development will cater to guests during shows and beyond, featuring upscale restaurants and bars, Owners Clubs, and vibrant social and private event spaces.
“Withtwo completed and operating campuses in Colorado Springs, Colorado and Gainesville, Georgia; four in the construction phase, and fiveothers in the design and development phase, we have set the stage for continued growth.” said J.W. Roth the Company’s Founder, Chairman and Chief Executive Officer. “Together, once operational, these anticipated markets are projected to add over$2 billion in real assets to our balance sheet and will bring our seat inventory to an anticipated 150,000 seats.”
J.W. Roth continued “When fully developed, our initial 11 live entertainment complexes will be able to hold up to 60 shows per year,which calculates gross sellable seating at approximately 10 million seats per year. With an expected average gross sales price of $150per seat, VENU’s annual gross receipts could be in excess of $1.5 billion.”
PerformanceHighlights:
| ● | Total<br> assets rose to $166.6 million as of September 30, 2024, an increase of 100% compared to $83.2<br> million as of December 31, 2023. |
|---|---|
| ● | Property<br> and equipment totaled $125.8 million as of September 30, 2024, an increase of 118% compared<br> to $57.7 million as of December 31, 2023. |
| --- | --- |
| ~~●~~ | Over<br> the limited 2024 season of 17 shows at the Ford Amphitheater for the three months ended September<br> 30, 2024, this location generated gross receipts of $12,739,599 which is inclusive of ticket<br> sales, concessions, ticketing fees, parking, premium upgrades, as well as other receipts. |
| --- | --- |
| ~~●~~ | The<br> Ford Amphitheater sold over 83,000 tickets at an average of $152 per ticket in its first<br> 17 shows. |
| --- | --- |
| ● | Total<br> revenues were $13.6 million for the nine months ended September 30, 2024, an increase of<br> 56% compared to $8.7 million for the nine months ended September 30, 2023. For the three<br> months ended September 2024, total revenues were $5.5 million or an increase of 39% as compared<br> to $3.9 million for the three months ended September 30, 2023. |
| --- | --- |
| ● | Our<br> restaurant operations business generated $2,740,411, or 50%, of our total revenue for the<br> three months ended September 30, 2024, and $8,144,605 or 60%, for the nine months ended September<br> 30, 2024. |
| --- | --- |
| ● | Our<br> event operations (defined as small to mid-side live entertainment venues) generated $3,755,113,<br> or 28%, of our total revenue during the nine months ended September 30, 2024. $1,104,991,<br> or 21%, of our total revenue during the three months ended September 30, 2024. |
| --- | --- |
| ● | Through<br> a subsidiary, we entered into an agreement with Anschutz Entertainment Group (“AEG”),<br> AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate<br> Ford Amphitheater. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater<br> by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater,<br> we generate net profits that are split with AEG through: (i) ticket sales, fees and rebates<br> on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue<br> rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage<br> sold at the shows and events; (v) premium upgrades; (vi) merchandise sales; (vii) other ancillaries;<br> and (viii) sponsorship sales, which allow brands to advertise at our venue by showcasing<br> their names and logos on a variety of sponsorship inventory curated for the venue and at<br> each event we promote and host, all of which are offset by operating expenses, artist expenses,<br> supplies, security, utilities, insurance, overhead, pre-opening expenses and other operating<br> costs within our net amphitheater revenue recognition from AEG. |
| --- | --- |
| ● | Our<br> amphitheater operations generated net profit to Venu (defined as profit after VENU’s<br> split with AEG), with receipts from our naming rights agreements (which are outside of VENU’s<br> AEG partnership agreement), combined for $1,606,573 or 30% of our total revenue for the three<br> ending September 30, 2024, or 12% of our total revenue. We did not recognize any amphitheater<br> net profits prior to the opening of the Ford Amphitheater in August 2024. |
| --- | --- |
KeyUpdates: Q3 2024, Year-to-Date Highlights, and Notable Business Developments
| - | April 2024: |
|---|---|
| ○ | Highlights:<br> Formed through a public-private partnership, VENU and the City of McKinney, Texas, together<br> with the McKinney Economic Development Corporation and the McKinney Community Development<br> Corporation, entered a Chapter 380, Grant, and Development Agreement, pursuant to which VENU<br> will develop The Sunset McKinney. |
| --- | --- |
| - | June and July 2024: |
| --- | --- |
| ○ | Highlights:<br> VENU and the City of El Paso, Texas formed a public-private partnership by entering into<br> a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program<br> Agreement in July 2024. Pursuant to the agreements, VENU is acquiring approximately 17 acres<br> of land from the City of El Paso where it will construct and manage The Sunset El Paso, a<br> 12,500-person amphitheater. |
| --- | --- |
| ○ | Notable<br> Announcements: |
| ■ | June<br> 4, 2024- Colorado Ford Dealers Secure Naming Rights to New Outdoor Amphitheater in Colorado<br> Springs, Colorado |
| --- | --- |
| - | August 2024 |
| --- | --- |
| ○ | Highlights:<br> VENU opened its first outdoor amphitheater, Ford Amphitheater, in Colorado Springs, Colorado,<br> and began hosting live concerts and events opening its gates to nearly 96,000 music fans<br> from over 5,500 different zip codes from all 50 states. |
|---|---|
| ○ | Notable<br> Announcements: |
| ■ | August<br> 13, 2024- In Partnership with AEG Presents, VENU Celebrates Grand Opening of Ford Amphitheater<br> in Colorado Springs with Sold Out Performances and Special Honors |
| --- | --- |
| - | October 2024 |
| --- | --- |
| ○ | Highlights:<br> Groundbreaking of amphitheater development in Broken Arrow, Oklahoma. |
|---|---|
| ○ | Notable<br> Announcements: |
| ■ | October<br> 1, 2024- Ford Amphitheater selects Kaiser Permanente for exclusive sponsorship |
| --- | --- |
| - | November 2024 |
| --- | --- |
| ○ | Highlights:<br> VENU closed on the initial public offering of its Common Stock generating net proceeds to<br> the Company of approximately $12.3 million, and, in connection therewith the Company’s<br> Common Stock was listed on the New York American Stock Exchange. |
|---|---|
| ○ | Notable<br> Announcements: |
| ■ | November<br> 20, 2024- Venu Holding Corporation and Phil Long Dealerships Partner to Unveil Phil Long<br> Music Hall at Bourbon Brothers |
| --- | --- |
| ■ | November<br> 21, 2024- Venu Holding Corporation’s Crown Jewel, Ford Amphitheater, Nominated for<br> Pollstar Magazine’s Coveted 2024 New Concert Venue of The Year Award. |
| - | December 2024 |
| --- | --- |
| ○ | Highlights:<br> VENU announces partnership with NFL Hall of Famer, and Owner of EIGHT Elite Light Lager,<br> Troy Aikman, welcomes in a new President, and a new Chief Marketing Officer along with launching<br> a brand-new non-profit organization VENU Arts and Culture Foundation |
|---|---|
| ○ | Notable<br> Announcements |
| ■ | December<br> 2, 2024- Venu Holding Corporation Announces Partnership with former Dallas Cowboy, Three-<br> Time Super- Bowl Champion, and Founder of EIGHT Elite Light Lager, Troy Aikman |
| --- | --- |
| ■ | December<br> 3, 2024- Venu Holding Corporation Welcomes Industry Leader Will Hodgson as new President |
| ■ | December<br> 4, 2024- Venu Holding Corporation Welcomes Terri Liebler as Chief Marketing Officer |
| ■ | December<br> 16, 2024- Venu Holding Corporation Set to Open Four New Live Entertainment Facilities |
| ■ | December<br> 17, 2024- Venu Holding Corporation Launches New ‘Venu Arts and Culture Foundation’<br> to Champion Local Talent and Cultural Vibrancy |
Source: Venu Holding Corporation
CONFERENCECALL DETAILS
| Monday,<br> December 23, 2024, 4:30 p.m. Eastern Time | |
|---|---|
| USA/Canada<br> Toll-Free Dial-In Number: | (800)<br> 715-9871 |
| International<br> Toll Dial-In Number: | +1<br> (646) 307-1963 |
| Conference<br> ID: 9521412 | |
| Webcast<br> Link: https://events.q4inc.com/attendee/565245234 | |
| Webcast<br> Replay - available through December 23, 2025, at https://investors.venu.live |
AboutVenu Holding Corporation
Venu Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality and live music venue developer dedicated to crafting luxury, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique to Colorado Springs, Notes Eatery and the 8,000-seat Ford Amphitheater. Expanding with new Sunset Amphitheaters in Oklahoma and Texas, VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the live entertainment experience.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Denver Post, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents and NFL Hall of Famer and Founder of EIGHT Elite Light Lager, Troy Aikman, VENU continues to shape the future of the entertainment landscape. For more information, visit venu.live
Forward-LookingStatements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Contacts
For media requests, connect with Chloe Hoeft at choeft@venu.live or 719-895-5470
VENUHOLDING CORPORATION AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(in US Dollars)
| December 31, | |||||
| 2023 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 35,796,857 | $ | 20,201,104 | ||
| Inventories | 226,871 | 185,746 | |||
| Prepaid expenses and other current assets | 1,171,226 | 209,215 | |||
| Receivables from AEG partnership | 1,370,710 | - | |||
| Total current assets | 38,565,664 | 20,596,065 | |||
| Other assets | |||||
| Property and equipment, net | 125,756,511 | 57,737,763 | |||
| Intangible assets, net | 227,956 | 277,995 | |||
| Operating lease right-of-use assets, net | 1,446,793 | 3,685,980 | |||
| Investments in related parties | 550,000 | 550,000 | |||
| Security and other deposits | 50,878 | 375,904 | |||
| Total other assets | 128,032,138 | 62,627,642 | |||
| Total assets | 166,597,802 | $ | 83,223,707 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 5,822,922 | 2,565,460 | |||
| Accrued expenses | 13,137,911 | 698,369 | |||
| Accrued payroll and payroll taxes | 316,927 | 331,457 | |||
| Deferred revenue | 2,209,107 | 764,081 | |||
| Convertible debt | 8,583,275 | - | |||
| Current portion of operating lease liabilities | 371,111 | 230,952 | |||
| Current portion of long-term debt | 208,510 | 325,245 | |||
| Total current liabilities | 30,649,763 | 4,915,564 | |||
| Long-term portion of operating lease liabilities | 1,109,006 | 3,646,385 | |||
| Long-term licensing liability | 6,800,000 | 1,500,000 | |||
| Long-term debt, net of current portion | 14,001,634 | 11,182,073 | |||
| Total liabilities | 52,560,403 | $ | 21,244,022 | ||
| Commitments and contingencies | |||||
| Stockholders’ Equity | |||||
| Class B common stock, 0.001 par - 1,000,000 authorized, 383,656 issued and outstanding at September 30, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023 | 383 | 1,960 | |||
| Class C common stock, 0.001 par - 0 authorized and issued and outstanding at September 30, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023 | - | 30,306 | |||
| Common stock, 0.001 par - 144,000,000 authorized, 35,914,923 issued and outstanding at September 30, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023 | 35,915 | - | |||
| Preferred stock, 0.001 par - 5,000,000 authorized, none issued or outstanding | - | - | |||
| Additional paid-in capital | 121,914,521 | 47,743,085 | |||
| Accumulated deficit | (41,073,711 | ) | (17,021,453 | ) | |
| 80,877,108 | 30,753,898 | ||||
| Treasury Stock, at cost - 276,245 shares at September 30, 2024 and 76,245 shares at December 31, 2023 | (1,500,076 | ) | (76 | ) | |
| Total Venu Holding Corporation and subsidiaries equity | 79,377,032 | 30,753,822 | |||
| Non-controlling interest | 34,660,367 | 31,225,863 | |||
| Total stockholders’ equity | 114,037,399 | $ | 61,979,685 | ||
| Total liabilities and stockholders’ equity | 166,597,802 | $ | 83,223,707 |
All values are in US Dollars.
VENUHOLDING CORPORATION AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(in US Dollars)
Unaudited
| For the three months ended | For the nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues | ||||||||||||
| Restaurant including food and beverage revenue | $ | 2,740,411 | $ | 2,892,082 | $ | 8,144,605 | $ | 6,706,719 | ||||
| Event center ticket and fees revenue | 2,002,572 | 961,222 | 4,663,228 | 1,838,736 | ||||||||
| Rental and sponsorship revenue | 708,992 | 58,075 | 759,123 | 140,120 | ||||||||
| Total revenues | $ | 5,451,975 | $ | 3,911,379 | $ | 13,566,956 | $ | 8,685,575 | ||||
| Operating costs | ||||||||||||
| Food and beverage | 653,178 | 712,026 | 1,901,590 | 1,530,107 | ||||||||
| Event center | 435,841 | 407,889 | 1,727,311 | 634,368 | ||||||||
| Labor | 1,152,909 | 1,188,574 | 3,358,871 | 2,572,382 | ||||||||
| Rent | 333,192 | 363,032 | 975,756 | 863,850 | ||||||||
| Operating expenses | 5,449,396 | 3,428,774 | 24,279,184 | 9,944,662 | ||||||||
| Depreciation and amortization | 1,103,720 | 565,355 | 2,319,513 | 1,279,510 | ||||||||
| Total operating costs | 9,128,236 | 6,665,650 | 34,562,225 | 16,824,879 | ||||||||
| Loss from operations | $ | (3,676,261 | ) | $ | (2,754,271 | ) | $ | (20,995,269 | ) | $ | (8,139,304 | ) |
| Other income (expense), net | ||||||||||||
| Interest expense | (1,162,663 | ) | (92,252 | ) | (2,717,849 | ) | (222,812 | ) | ||||
| Other expense | - | - | (2,500,000 | ) | - | |||||||
| Loss on sale of investments | - | - | - | (11,947 | ) | |||||||
| Interest income | 276,452 | - | 502,962 | 20,153 | ||||||||
| Other income | 35,000 | 38,610 | 97,500 | 109,179 | ||||||||
| Total other expense, net | (851,211 | ) | (53,642 | ) | (4,617,387 | ) | (105,427 | ) | ||||
| Net loss | $ | (4,527,472 | ) | $ | (2,807,913 | ) | $ | (25,612,656 | ) | $ | (8,244,731 | ) |
| Net loss attributable to non-controlling interests | (595,251 | ) | (33,707 | ) | (1,560,398 | ) | (538,133 | ) | ||||
| Net loss attributable to common stockholders | $ | (3,932,221 | ) | $ | (2,774,206 | ) | $ | (24,052,258 | ) | $ | (7,706,598 | ) |
| Weighted average number of shares of Class A common stock, outstanding, basic and diluted | - | - | - | 182,234 | ||||||||
| Basic and diluted net loss per share of Class A common stock | $ | - | $ | - | $ | - | $ | (0.31 | ) | |||
| Weighted average number of shares of Class B common stock, outstanding, basic and diluted | 383,656 | 11,695,841 | 839,116 | 17,514,426 | ||||||||
| Basic and diluted net loss per share of Class B common stock | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.58 | ) | $ | (0.31 | ) |
| Weighted average number of shares of Class C common stock, outstanding, basic and diluted | 20,997 | 20,504,392 | 9,027,155 | 7,549,308 | ||||||||
| Basic and diluted net loss per share of Class C common stock | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.58 | ) | $ | (0.31 | ) |
| Weighted average number of shares of Class D common stock, outstanding, basic and diluted | 25,879,401 | - | 21,805,264 | - | ||||||||
| Basic and diluted net loss per share of Class D common stock | $ | (0.13 | ) | $ | - | $ | (0.58 | ) | $ | - | ||
| Weighted average number of shares of Common stock, outstanding, basic and diluted | 3,282,150 | - | 9,775,099 | - | ||||||||
| Basic and diluted net loss per share of Common stock | $ | (0.13 | ) | $ | - | $ | (0.58 | ) | $ | - |
VENU HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
Unaudited
| For the nine months ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net loss | $ | (25,612,656 | ) | $ | (8,244,731 | ) |
| Adjustments to reconcile net loss to net cash used<br> in operating activities: | ||||||
| Equity issued for interest on convertible debt | 448,150 | - | ||||
| Equity based compensation | 3,927,325 | 273,380 | ||||
| Equity issued for services | 7,000,000 | 1,742,974 | ||||
| Project abandonment loss | 579,981 | - | ||||
| Amortization of debt discount | 1,985,568 | 1,434 | ||||
| Non cash lease expense | 268,635 | 363,149 | ||||
| Unrealized income on equity method investment | - | (11,678 | ) | |||
| Depreciation and amortization | 2,319,513 | 1,279,510 | ||||
| Noncash financing expense | 2,500,000 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Inventories | (41,125 | ) | (93,060 | ) | ||
| Prepaid expenses and other current assets | (962,011 | ) | 205,157 | |||
| Security deposit | 325,026 | (215,904 | ) | |||
| Accounts payable | 3,233,914 | (1,670,904 | ) | |||
| Accrued expenses | 12,439,542 | 54,576 | ||||
| Receivables from AEG partnership | (1,370,710 | ) | - | |||
| Accrued payroll and payroll taxes | (14,530 | ) | (113,865 | ) | ||
| Deferred revenue | 1,445,026 | 248,542 | ||||
| Operating lease liabilities | (235,641 | ) | (336,794 | ) | ||
| Licensing liabilities | 5,100,000 | - | ||||
| Net cash provided<br> by (used in) operating activities | 13,336,007 | (6,518,214 | ) | |||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (61,615,767 | ) | (19,190,024 | ) | ||
| Net cash acquired from acquisition<br> of 13141 BP | 74,085 | - | ||||
| Net cash used<br> in investing activities | (61,541,682 | ) | (19,190,024 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from sale of non-controlling interest equity | 29,900,282 | 10,950,000 | ||||
| Distributions to non-controlling shareholders | (893,082 | ) | (548,830 | ) | ||
| Principal payments on long-term debt | (232,327 | ) | (144,431 | ) | ||
| Proceeds from issuance of shares | 30,426,503 | 14,512,268 | ||||
| Proceeds from exercise of warrants | 52 | 82,600 | ||||
| Payment for personal guarantee on convertible debt | (100,000 | ) | - | |||
| Acquisition of Treasury Stock | (1,500,000 | ) | (76 | ) | ||
| Proceeds from municipality promissory<br> note | 6,200,000 | - | ||||
| Net cash provided<br> by financing activities | 63,801,428 | 24,851,531 | ||||
| Net increase (decrease) in cash | 15,595,753 | (856,707 | ) | |||
| Cash, beginning | 20,201,104 | 23,470,734 | ||||
| Cash, ending | $ | 35,796,857 | $ | 22,614,027 | ||
| Supplemental disclosure of non-cash operating, investing<br> and financing activities: | ||||||
| Cash paid for interest | $ | 296,593 | $ | 234,197 | ||
| Property acquired via mortgage | $ | - | $ | 4,402,392 | ||
| Property acquired via convertible debt | $ | 10,000,000 | $ | - | ||
| Debt discounts - warrants | $ | 3,000,140 | $ | - | ||
| Equity issued for origination fee | $ | 100,000 | $ | - | ||
| Debt discount - suite granted to lender | $ | 200,000 | $ | - | ||
| Land returned in exchange for termination of promissory note payable | $ | 3,267,000 | $ | - | ||
| Right of Use Assets obtained in exchange for operating lease liabilities | $ | 471,476 | $ | - |