Venu Holding Corp 10-Q for FY2026 Q1
Venu Holding Corp (VENU)
About this 10-Q
Venu Holding Corp filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.9M
- up 11.5% from $3.5M a year earlier
- Net loss
- $13.76M
- compared with a net loss of $18.06M a year earlier
- Diluted EPS
- -$0.29
- compared with -$0.48 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the quarterly period ended | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from ______ to ______. |
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to the filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| 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 Sec 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the issuer’s common stock outstanding as of May 15, 2026 was .
Throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “Venu,” “we,” “us,” “our” or the “Company” refer to Venu Holding Corporation, a Colorado corporation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of this Quarterly Report and elsewhere herein. The forward-looking information contained in this Quarterly Report is generally located under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well.
Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section of this Quarterly Report and other cautionary statements made throughout this
Quarterly Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Although we believe these forward-looking statements are reasonable, all forward-looking statements are subject to various risks and uncertainties, and our projections and expectations may be incorrect. The factors that may affect our expectations regarding our operations include, among others, the following:
| ● | our projected financial position and estimated cash burn rate; | |
| ● | our estimates regarding expenses, future revenues and capital requirements for our current and future amphitheater campus development projects; | |
| ● | the level of our revenues, which depends in part on the performance of our restaurants, popularity of concerts and events held at our venues, the performance of the artists who perform at our venues, and our ability to attract such concerts and events; |
| 2 |
| ● | the costs and effectiveness of our marketing efforts, as well as our ability to promote our brands, future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements, our ability to compete effectively with existing competitors and new market entrants; | |
| ● | the level of our capital expenditures and other investments; | |
| ● | general economic conditions in the metropolitan areas in which our restaurants and venues operate or are being developed; | |
| ● | general instability of economic and political conditions in the United States and globally, including inflationary pressures, interest rate fluctuations, slowdown or recession, rising fuel prices, and geopolitical tensions, and the potential impact of economic conditions on our liquidity, operations, and personnel; |
| ● | our ability to raise financing in the future and to obtain additional capital on terms that are favorable to us or at all; | |
| ● | the demand for sponsorship and firepit suite interests at our venues and amphitheaters; | |
| ● | the effect of any postponements or cancellations by third parties or the Company of scheduled events, whether as a result of a public health emergency due to operational challenges and other health and safety concerns or otherwise; | |
| ● | our reliance on third parties; | |
| ● | our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel; | |
| ● | compliance with government regulations, including federal and state securities laws, environmental, health, and safety regulations and liabilities thereunder; | |
| ● | the performance of the Company’s information technology systems and its ability to maintain data security; | |
| ● | the increased expenses associated with being a public company; and | |
| ● | other risks described from time to time in our filings with the Securities and Exchange Commission. |
New factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this Quarterly Report or any other filing with the Securities and Exchange Commission (the “SEC”) occur, or should the assumptions underlying the forward-looking statements we make herein and therein prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
You should read this Quarterly Report and the documents that we reference within it with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
| 3 |
Venu Holding Corporation
FORM 10-Q
TABLE OF CONTENTS
| 4 |
PART I
FINANCIAL STATEMENTS
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED). |
VENU HOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in US Dollars)
| March 31, | December 31, | |||||||
| As of | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Investment in EIGHT Brewing | ||||||||
| Investment in related parties | ||||||||
| Investment | ||||||||
| Security and other deposits | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued payroll and payroll taxes | ||||||||
| Deferred revenue | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion licensing liability | ||||||||
| Current portion NNN firesuite liability | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term portion of operating lease liabilities | ||||||||
| Long-term licensing liability and other liabilities | ||||||||
| Long-term convertible debt | ||||||||
| Long-term NNN firesuite liability | ||||||||
| Long-term debt, net of current portion | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies - See Note 16 | ||||||||
| Mezzanine Equity | ||||||||
| Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $ par - authorized, issued and outstanding at March 31, 2026 and issued and outstanding at December 31, 2025 | $ | $ | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par - authorized, issued and outstanding at March 31, 2026 and issued and outstanding at December 31, 2025 | ||||||||
| Class B common stock, $ par - authorized, issued and outstanding at March 31, 2026 and December 31, 2025 | ||||||||
| Common stock, value | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| Treasury Stock, at cost - shares at March 31, 2026 and December 31, 2025 | ( | ) | ( | ) | ||||
| Total Venu Holding Corporation and subsidiaries equity | $ | $ | ||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | $ | $ | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to accompanying condensed consolidated financial statements.
| 5 |
VENU HOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in US Dollars)
| 2026 | 2025 | |||||||
| For the three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Restaurant including food and beverage revenue, net | $ | $ | ||||||
| Event center ticket and fees revenue, net | ||||||||
| Rental and sponsorship revenue, net | ||||||||
| Total revenues, net | $ | $ | ||||||
| Operating costs | ||||||||
| Food and beverage | ||||||||
| Event center | ||||||||
| Labor | ||||||||
| Rent | ||||||||
| General and administrative | ||||||||
| Equity compensation | ||||||||
| Depreciation and amortization | ||||||||
| Total operating costs | $ | $ | ||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| Other income (expense), net | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net loss attributable to Venu | ( | ) | ( | ) | ||||
| Preferred stock dividend | ( | ) | ||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares of Class B common stock, outstanding, basic and diluted | ||||||||
| Basic and diluted net loss per share of Class B common stock | $ | ) | $ | ) | ||||
| Weighted average number of shares of Common stock, outstanding, basic and diluted | ||||||||
| Basic and diluted net loss per share of Common stock | $ | ) | $ | ) | ||||
See notes to accompanying condensed consolidated financial statements.
| 6 |
VENU HOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in US Dollars)
| Number of Shares | Amount | Number of Shares | Amount | Paid In Capital | Accumulated Deficit | Number of Shares | Amount | Corporation Equity | Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||
| Class B Common Stock | Common Stock | Additional | Treasury Stock | Total Venu Holding | Non- | |||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Paid In Capital | Accumulated Deficit | Number of Shares | Amount | Corporation Equity | Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | | $ | $ | $ | $ | ( | ) | | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||
| Equity issued for services | - | $ | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares and warrants, net of issuance costs | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Subsidiary issuance of shares, net of Venu contributions | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Class B Common Stock and Common Stock repurchased by Venu | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balances | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Warrants issued as debt discount with convertible debt transaction | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Equity issued for services | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Equity issued for interest for convertible promissory note renewal | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balances | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
See notes to accompanying condensed consolidated financial statements.
| 7 |
VENU HOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
| 2026 | 2025 | |||||||
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Loss on sale of property and equipment | ||||||||
| Equity issued for interest on debt | ||||||||
| Equity compensation | ||||||||
| Equity issued for services | ||||||||
| Noncash interest and debt discount | ||||||||
| Noncash lease expense | ||||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Security and other deposits | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Accrued payroll and payroll taxes | ( | ) | ||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Licensing liability | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Investment in EIGHT Brewing | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Receipt of convertible promissory note | ||||||||
| Proceeds from NNN firesuite liability | ||||||||
| Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock | ||||||||
| Proceeds from issuance of common warrants and pre-funded warrants | ||||||||
| Proceeds from issuance of common shares, net of $ | ||||||||
| Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | ||||||||
| Principal payments on long-term debt | ( | ) | ( | ) | ||||
| Payment of promissory note | ( | ) | ( | ) | ||||
| Distributions to non-controlling shareholders | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning | ||||||||
| Cash and cash equivalents, ending | $ | $ | ||||||
| Supplemental disclosure of non-cash operating, investing and financing activities: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Property acquired via promissory note | $ | $ | ||||||
| Accrued preferred stock dividends | $ | $ | ||||||
| Debt discounts - warrants | $ | $ | ||||||
See notes to accompanying condensed consolidated financial statements.
| 8 |
VENU HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31, 2026 AND 2025
(UNAUDITED)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization
Venu Holding Corporation (“Venu” or the “Company”) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business and earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America.
The Company’s subsidiaries and its interests in each (either directly or indirectly through other subsidiaries) are presented below as of March 31, 2026 and December 31, 2025:
SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS
| Name of Entity | Place of Incorporation | As of March 31, 2026 Interest | As of December 31, 2025 Interest | |||||||
| Bourbon Brothers Holdings LLC (“BBH”) | Colorado | % | % | |||||||
| Bourbon Brothers Smokehouse & Tavern CS, LLC (“BBSTCS”) | Colorado | % | % | |||||||
| Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall at Bourbon Brothers (“BBP”) * | Colorado | % | % | |||||||
| Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”) | Colorado | % | ||||||||
| Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”) | Colorado | % | ||||||||
| Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”) | Georgia | % | % | |||||||
| Bourbon Brothers Presents GA LLC (“BBPGA”) | Georgia | % | % | |||||||
| Notes Holding Company LLC (“NH”) | Colorado | % | % | |||||||
| The Sunset Amphitheater LLC (“Sunset”) * | Colorado | % | % | |||||||
| Hospitality Income & Asset, LLC (“HIA”) * | Colorado | % | % | |||||||
| Bourbon Brothers Licensing LLC (“BBL”) | Colorado | % | % | |||||||
| GA HIA, LLC (“GAHIA”) * | Colorado | % | % | |||||||
| Notes Live Real Estate LLC (“NLRE”) | Colorado | % | % | |||||||
| Roth’s Sea & Steak LLC (“Roth Sea”) | Colorado | % | % | |||||||
| Sunset Operations LLC (“SunsetOps”) | Colorado | % | % | |||||||
| Sunset Hospitality Collection LLC (“SHC”) * | Colorado | % | % | |||||||
| Notes Hospitality Collection LLC (“NHC LLC”) | Colorado | % | % | |||||||
| Sunset at Broken Arrow LLC (“Sunset BA”) * | Colorado | % | % | |||||||
| Sunset Operations at Broken Arrow, LLC (“BAOps”) | Oklahoma | % | ||||||||
| Sunset Ground at Broken Arrow, LLC (“BAGround”) | Colorado | % | % | |||||||
| Sunset at Mustang Creek LLC (“Sunset MC”) | Colorado | % | % | |||||||
| Sunset at McKinney LLC (“Sunset McK”) * | Colorado | % | % | |||||||
| Sunset Operations at McKinney, LLC (“McKinneyOps”) | Texas | % | % | |||||||
| Sunset Ground at McKinney LLC (“McKGround”) | Colorado | % | % | |||||||
| Sunset at El Paso LLC (“Sunset EP”) * | Colorado | % | % | |||||||
| Sunset Operations at El Paso LLC (“EPOps”) | Colorado | % | % | |||||||
| Sunset Ground at El Paso LLC (“EPGround”) | Colorado | % | % | |||||||
| Polaris Pointe Parking LLC (“PPP”) | Colorado | % | % | |||||||
| Venu Income LLC (“Income”) * | Colorado | % | % | |||||||
| Venu VIP Rides LLC (“Rides”) * | Colorado | % | % | |||||||
| Notes CS I, DST (“Trust”) * | Delaware | % | % | |||||||
| Notes CS I Holdings, LLC (“Holdings LLC”) | Colorado | % | % | |||||||
| Notes CS I ST, LLC (“Signatory”) | Colorado | % | % | |||||||
| Venu LuxeSuite Holdings, LLC (“Luxe”) | Colorado | % | % | |||||||
| Venu 280, LLC (“Artist 280”)* | Colorado | % | % | |||||||
| Venu Presents LLC (“Venu Presents”) | Colorado | % | % | |||||||
| Sunset at Houston in Webster LLC (“Sunset HOU”) * | Colorado | % | % | |||||||
| Hall at Centennial LLC (“Hall at Centennial”) * | Colorado | % | % | |||||||
| * |
| ** |
| 9 |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)
Bourbon Brothers Holdings LLC (“BBH”) is a holding company designed to own and manage each of the Bourbon Brothers-related operating entities.
Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBSTCS”) is the sole owner and operator of the Bourbon Brothers Smokehouse & Tavern (“BBST”) restaurant operations in Colorado Springs, Colorado (such restaurant, “BBST CO”). The restaurant building is leased from Hospitality Income & Asset, LLC (“HIA”), a majority-owned subsidiary of the Company, whom the Company has a lease with and in which the Company purchased a majority interest in during the year ended December 31, 2022 (refer to Note 5 – Leases for details regarding the lease arrangement, and refer to Note 7 – Related Party Transactions for further details of this acquisition).
Bourbon
Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) specializes in producing music concerts as well as other types
of live entertainment, including comedy acts and speaking engagements, at the Company’s event venue in Colorado Springs, Colorado
(“BBP CO”), which became known as “Phil Long Music Hall at Bourbon Brothers” in August 2024 pursuant to a naming-rights
agreement. Additionally, BBP utilizes the Phil Long Music Hall event venue to host corporate events and weddings, among other utilizations
of the facility. BBP is the sole owner and operator of the Phil Long Music Hall facility. The Phil Long Music Hall building is leased
from HIA, a related party (refer to Note 5 – Leases for further details). The Company owns
Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”) is the sole owner and operator of what will be the Company’s BBST restaurant in Centennial, Colorado (“BBST Centennial”), which is expected to open in early to mid-2027.
Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”) will operate as the Company’s concert and event venue in Centennial, Colorado (“BBP Centennial”), which is expected to open in early to mid-2027. BBP Centennial will specialize in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements, and the BBP Centennial concert and event venue facility is expected to be utilized for corporate events and weddings.
Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”) is the sole owner and operator of the BBST restaurant operations in Gainesville, Georgia (such restaurant, “BBST GA”).
Bourbon Brothers Presents GA LLC (“BBPGA”) operates as the Company’s concert and event venue in Gainesville, Georgia (“BBP GA”), specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, the BBP GA concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of the facility operations.
Bourbon Brothers Licensing, LLC (“BBL”) is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand.
Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries.
13141
BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. The Company purchased
| 10 |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)
The Sunset Amphitheater LLC (“Sunset”) operates as the Company’s first multi-seasonal, hospitality-focused music amphitheater located in Colorado Springs, Colorado, which opened in August 2024 and is now known as “Ford Amphitheater” pursuant to a naming-rights agreement. The Company owns 14% of this variable interest entity and 100% of its voting control, and it consolidates Sunset into its financials.
Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owns the land and buildings used for the operations of BBST CO and BBP CO pursuant to existing lease arrangements between HIA and each of BBST (with respect to BBST CO) and BBP (with respect to BBP CO) . The Company owns 99% of HIA and 100% of its voting control, and it consolidates HIA into its financials.
GA HIA, LLC (“GAHIA”) owns the land and buildings that both BBSTGA and BBPGA currently use for their restaurant and music venue operations pursuant to existing lease arrangements. GAHIA is the Colorado-based entity that holds the Company’s Georgia-based operations. The Company owns 15% of this variable interest entity and 100% of its voting control, and it consolidates GAHIA into its financials.
Notes Live Real Estate LLC (“NLRE”) holds title to certain Company real estate assets.
Roth’s Sea & Steak LLC (f/k/a Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) operates as the Roth’s Sea & Steak restaurant (“Roth’s) adjacent to Ford Amphitheater, which opened November 8, 2025.
Sunset Operations LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater, which opened August 9, 2024.
Sunset
Hospitality Collection LLC (“SHC”) owns the building that is leased to Roth’s Sea and NHC, which opened to the public
in early November 2025. The Company, through NLRE, owns
Notes Hospitality Collection LLC (“NHC LLC”) is the operating entity that manages the venue rentals and 1,200 additional seats of Notes Hospitality Collection (“NHC”), which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in early November 2025. NHC consists of two premier, configurable hospitality spaces that frame either side of Roth’s and can be used for hosting corporate events, weddings, trade shows, conventions, and other events.
Sunset
at Broken Arrow LLC (“Sunset BA”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Broken
Arrow, Oklahoma (“The Sunset Broken Arrow”), which officially broke ground in October 2025 and is expected to open in Fall
2026. The Company, through NLRE, owns
Sunset Operations at Broken Arrow, LLC (“BAOps”) is the operating entity that manages The Sunset Broken Arrow’s operations.
Sunset Ground at Broken Arrow, LLC (“BAGround”) owns the land that Sunset BA will be constructed on.
Sunset at Mustang Creek LLC (“Sunset MC”) was planned to be a hospitality-focused music amphitheater located in Mustang Creek, Oklahoma. The Company decided not to move forward with operations in this municipality in 2025.
Sunset
at McKinney LLC (“Sunset McK”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in McKinney,
Texas (“The Sunset McKinney”), which officially broke ground in June 2025 and is expected to open in Q1 2027. The Company,
through NLRE, owns
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NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)
Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages The Sunset McKinney’s operations.
Sunset Ground at McKinney LLC (“McKGround”) owns the land that Sunset McK will be constructed on.
Sunset at El Paso, LLC (“Sunset EP”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in El Paso, Texas (“The Sunset El Paso”), which officially broke ground in November 2025 and is expected to open in Fall 2027. The Company, through NLRE, owns 98% of Sunset EP and 100% of its voting control, and it consolidates Sunset EP into its financials.
Sunset Operations at El Paso LLC (“EPOps”) is the operating entity that manages The Sunset El Paso’s operations.
Sunset Ground at El Paso LLC (“EPGround”) owns the land that Sunset EP will be constructed on.
Polaris Pointe Parking LLC (“PPP”) owned the land for parking at Ford Amphitheater. On October 27, 2025, NLRE conveyed this property to a related party pursuant to a purchase and sale agreement that closed on November 5, 2025 (refer to Note 10 – Equity for further details), and it was then leased back for a 20-year term pursuant to a ground lease agreement (refer to Note 5 – Leases for further details).
Venu VIP Rides LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50% of Rides and 100% of its voting control, and it consolidates Rides into its financials.
Notes
CS I, DST (“DST”) is an entity that owns the land that The Sunset Amphitheater, LLC has its improvements on for the Ford
Amphitheater. On August 22, 2024, NLRE conveyed the
Venu LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides
real estate investment opportunities to investors through triple-net (“NNN”) lease arrangements, which provide for the sale
of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe FireSuite”) at certain of the
Company’s Sunset Amphitheater venues. The Company owns
Venu
280, LLC d/b/a Artist 280 (“Artist 280”) is an entity created, in part, to provide
private air and travel services to artists who perform at certain Company venues. The Company owns
Venu Presents LLC (“Venu Presents”) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises.
Sunset
at Houston in Webster, LLC (“Sunset HOU”) will operate as a multi-seasonal, hospitality-focused music amphitheater located
in the greater Houston, Texas area (“The Sunset Houston”), which is expected to open in Spring 2028. The Company owns
Hall at Centennial LLC (“Hall at Centennial”) owns the land and buildings that will be used for the restaurant and music venue operations of both BBST Centennial and BBP Centennial pursuant to existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based operations. The Company owns 85% of this variable interest entity and 100% of its voting control, and it consolidates Hall at Centennial into its financials.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC.
Risks and Uncertainties
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; initial measurement (and any subsequent remeasurement) of operating right-of-use assets and lease liabilities, including the discount rate used in the present value calculation of future payments, and estimates of fair value used in the private stock valuations used for equity based compensation of warrants and stock options.
Liquidity and Capital Resources
The Company has devoted substantially all of its efforts to developing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business.
The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of the issuance of these financials, management has concluded that substantial doubt about the Company’s ability to continue as a going concern for the next twelve months has been alleviated.
The
Company had an accumulated deficit of $
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For those entities that aren’t wholly owned by Company, the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See “Organization” and “Non-Controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See “Investments in related parties” for further discussion.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value Measurements
Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows:
● Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
● Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
● Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying values of cash and cash equivalents, inventories, prepaid expenses and other current assets, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities.
Cash and Cash Equivalents
The
Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less.
Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money
market accounts managed by third-party financial institutions. As of March 31, 2026, the Company had $
Inventories
Inventories, consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists. No allowance is deemed necessary as of March 31, 2026 and December 31, 2025.
Investments in related parties
The Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily determinable fair value in accordance with Accounting Standards Codification (“ASC”) 321, Investments - Equity Securities; ASC 325, Investments – Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement. The investments are initially recognized at cost. Any income or loss from these investments are recognized on the Unaudited Condensed Consolidated Statements of Operations, net of operating expenses. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. Under this method of accounting, the investment is derecognized once the Company’s interest in the investment is sold or impaired. Upon sale, any proportionate gain or loss is recognized in the Unaudited Condensed Consolidated Statements of Operations as other income. See Note 7 – Investments in Related Parties and Note 8 – Related Party Transactions for further discussion.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment
Property and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property and equipment are recorded as construction in progress until they are placed in service and are depreciated or amortized once placed in service. Depreciation and amortization are calculated on a straight-line basis over the following periods:
The estimated useful lives are:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES
| Leasehold improvements | |
| Furniture, fixtures and equipment | |
| Buildings | Up
to |
| Aircraft |
Property and equipment costs directly associated with the acquisition, development and construction of operating venues and restaurants are capitalized. Expenditures for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain or loss is reflected in earnings.
Capitalization of Interest Costs of Real Estate Projects
The Company acquires real estate for the construction and development of future venues. Interest costs incurred over the period in which the construction and development of the venue is substantially complete are recorded as part of the historical cost of the real estate asset and depreciated under the same method as property and equipment.
Intangible Assets
Intangible
assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated
useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis over
The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable.
Impairment Assessment of Long-Lived Assets
Long-lived
assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
An evaluation for impairment is performed at the lowest level of identifiable cash flows. An impairment loss is recognized in an amount
equal to the excess of the carrying value over the estimated fair value.
Provision for Uncollectible Accounts
See “Recently Issued and Adopted Accounting Pronouncements” herein for additional information on the adoption of ASU 2025-05 and the practical expedient related to credit losses.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company’s customers include attendees of concerts, shows and events (collectively “event centers”), restaurant diners and sponsors. The collection of payments for event centers and restaurants is handled at point of sale. Sponsors sign a contract that commits them to sponsorship payments over the contract term. Based on historical collection experience and other factors, the Company has determined that a provision for uncollectible accounts is not necessary. Circumstances that could affect this estimate include, but are not limited to, customer credit issues and general economic conditions. The Company writes off customer accounts when they are deemed to be uncollectible, which have historically been infrequent. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. For all periods presented, there were no uncollectible accounts.
Revenue Recognition
The
Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from
Contracts with Customers. This ASC requires an entity to allocate the transaction price received from customers to each separate
and distinct performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes
revenue from restaurant sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert
or show is recognized when the event, concert or show occurs. Amounts collected in advance of the event are recorded as deferred
revenue until the event occurs. Amounts collected from sponsorship agreements, which are not related to a single event, are
classified as deferred revenue and recognized over the term of the agreements as the benefits are provided to the sponsors. As of
March 31, 2026 and December 31, 2025, deferred revenue totaled $
Long-term Licensing Agreement
The
Company accounts for suite licensing agreements for NHC and its owners club memberships for The Sunset BA, The Sunset McKinney, and The
Sunset Houston as long-term licensing liabilities. The suite licensing agreements for NHC grants the licensee with the exclusive access
to a Luxe FireSuite over a 99-year lease term commencing on the date of the first ticketed event. The agreements require a one-time upfront
fee of $
Each
owners club membership for The Sunset BA, The Sunset McKinney, and The Sunset Houston entitles each member to perpetual access to
two tickets to a Luxe FireSuite and requires a one-time upfront deposit, ranging from $
Operator Agreements
The
Company contracted with a subsidiary of the Anschutz Entertainment Group, AEG Presents-Rocky Mountains, LLC (“AEG Presents”),
a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August
2024. Within the Company’s Amphitheater Operations, its pre-sells naming rights to its amphitheater(s) by partnering with industry-leading
brands under naming-rights agreements. The Company generates net profits that are split with AEG Presents through: (i) ticket sales,
fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur
for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which
allow brands to advertise at the Company’s venue by showcasing their names and logos on a variety of sponsorship inventory curated
for the venue and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies,
security, utilities, insurance, overhead, etc. within the Company’s net amphitheater revenue recognition from AEG Presents. As
of March 31, 2026 and December 31, 2025, the Company had a net (payable) receivable of $(
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
On
January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. (“Live Nation”)
in connection with The Sunset BA amphitheater being developed in Broken Arrow, Oklahoma. The agreement provides incentives to Live Nation
to book and promote live music concerts, comedy events and other mutually approved entertainment events at The Sunset BA. The incentive
payment is based on the number of tickets sold at each event during each contract year, which is based on a tiered chart with varying
incentive payments per ticket sold depending on the range of total tickets sold per contract year. A bonus payment will be paid to Live
Nation for one dollar for each ticket sold at each event where the gross revenue of ticket sales for an event equal to or is greater
than $
On December 10, 2025, the Company entered into an Operator Agreement with Live Nation to lease the premises on which The Sunset McKinney amphitheater is being developed in McKinney, Texas. The agreement provides for a revenue-sharing arrangement whereby Live Nation will pay the Company a percentage of the net profits generated from Live Nation’s events at The Sunset McKinney, after deducting applicable event-related expenses and other costs and expenses chargeable to the parties’ co-promotion of events. The agreement also names Live Nation as the exclusive third-party booking agency for all events held at The Sunset McKinney. The agreement may be terminated without penalty if certain conditions are not satisfied or may otherwise be terminated upon an uncured event of default.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate implicit in the lease. Lease liabilities are increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses payments on these short-term leases as they are made.
Advertising Expenses
Advertising
costs are expensed as incurred and included in operating expenses in the accompanying Unaudited Condensed Consolidated Statements of
Operations. Total advertising expenses were approximately $
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Pre-Opening Expenses
Non-capital expenditures associated with opening a new restaurant, event center, or amphitheater are expensed as incurred. These costs consist of expenses incurred before the opening of a new location and include occupancy, labor, travel, training, food, beverage, marketing and other initial supplies and expenses. These costs are included in general and administrative expenses reported in our Unaudited Condensed Consolidated Statements of Operations.
Debt Issuance Costs
Debt
issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized
over the term of the related debt. Amortization of debt issuance costs of $
Equity Compensation
The Company recognizes equity compensation expense based on the fair value of the warrants or stock options at the time of the grant or issuance. Share-based compensation includes warrants and stock options issued to the Company’s employees. These may vest immediately or vest evenly up to five years. The exercise price of a warrant or stock option is the fair value of the Company’s stock price on the grant date.
Equity Issuance Costs
Equity issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.
Stock Options and Warrants
The Company accounts for stock options and warrants as either equity-classified or liability-classified instruments based on an assessment of the stock options’ and warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the stock options and warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the stock options and warrants are indexed to the Company’s own stock and whether the stock options and warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the stock option and warrant issuance and as of each subsequent balance sheet date while the warrants are outstanding. For issued or modified stock options and warrants that meet all of the criteria for equity classification, the stock options and warrants are required to be recorded as a component of stockholders’ equity at the time of issuance.
Equity Awards with Market Performance Conditions
The fair value and derived service period of performance-based awards granted with market performance conditions are estimated on the grant date using a Monte Carlo simulation model. A Monte Carlo simulation model requires inputs such as the risk-free interest rate, expected award term, and expected share price volatility. These inputs, which are subjective and generally require significant judgment, are unique to each award based on the best available information at the valuation date. For such awards, equity compensation is recognized straight-line over the derived service period, which is the median period over which each individual market performance milestone is achieved. Equity compensation expense will continue to be recognized over the expected achievement period for the market performance milestone as the service condition continues to be satisfied, unless the market performance milestone is achieved earlier than its expected achievement period, in which a cumulative expense adjustment would be recognized for the remaining portion of unrecognized equity compensation.
Sale of Subsidiary Class B and Class C Units
The
Company accounts for the sale of Class B and Class C non-voting units through its subsidiary companies as permanent equity. Holders of
Class B and Class C non-voting units are granted exclusive access to designated Luxe FireSuites at the Sunset Amphitheaters located in
BA, EP, McKinney, and Houston, and are entitled to an annual preferred return ranging from
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions are included in the consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income.
A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations is considered. If the Company determines it will be able to realize the deferred tax assets for which a valuation allowance had been recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions.
Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.
The Company is a C corporation, while the Company’s subsidiaries (except for Notes CS I, DST) are limited liability companies (“LLCs”) that have elected to be taxed as partnerships. As LLCs, management believes that these subsidiaries are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiary LLCs are still in place, with the parent Company filing as a corporation.
Non-Controlling Interest and Variable Interest Entities
The non-controlling interests (“NCIs”) represent capital contributions and distributions, income and loss attributable to the owners of the Company’s less-than-wholly-owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the holders of the NCIs in the accompanying Unaudited Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Unaudited Condensed Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the consolidated net income (loss) attributable to the Company. The Company has evaluated its investments in its consolidated entities in order to determine if they qualify as variable interest entities (“VIEs”).
The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The
Company accounts for the change in its ownership interest while it retains its
The
carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences
between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable
to the Company. This may be shown as NCI and as additional paid in capital to the Company, which, when combined, reconcile to the subsidiary issuance
of shares as shown in the Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity. If a change in ownership
of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the
gain or loss reported to net earnings. These may be majority-owned subsidiaries or VIEs that the Company has
During 2025, the Company bought membership units of SHC. This purchase transaction did not result in a change in control of SHC.
The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of March 31, 2026 and December 31, 2025:
SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes DST | Sunset HOU | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses and other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity & NCI | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities and equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes DST | Sunset HOU | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses and other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity & NCI | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities and equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The following table is a summary of the Company’s NCIs for the three months ended March 31, 2026 and 2025:
SCHEDULE OF NON CONTROLLING INTERESTS
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset MC | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes CS 1 | Sunset HOU | Hall at Cen | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/26 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Subsidiary issuance of shares, net of Venu contributions | ( | ) | ( | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset MC | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes CS 1 | Luxe | Sunset Hou | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Non-Controlling Interest | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revision of Non-Controlling Interest Presentation in Previously Issued Financial Statements
The Company revised the presentation of subsidiary issuance of shares, net
of Venu contributions, to properly reflect the allocation between NCI and additional paid-in capital within consolidated equity. As a
result, NCI increased and additional paid-in capital decreased by $
Segment Reporting
The Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from customers is derived principally from food and beverage services with a portion being served in conjunction with live entertainment. Our chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.
Recently Issued and Adopted Accounting Pronouncements
On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company has elected to adopt this guidance prospectively beginning January 1, 2025.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which allows the Company to elect a practical expedient for measuring expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for as revenues from contracts with customers. This expedient allows the Company to assume that current economic conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2026. As permitted, the Company has elected to early adopt the practical expedient as of December 31, 2025 and applied its provisions prospectively to the provision for uncollectable accounts. The adoption of ASU 2025-05 did not have a material impact on the consolidated results of operations, cash flows or financial condition of the Company.
| 21 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which is considered the enactment date under U.S. GAAP. This legislation introduces several provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications to the international tax framework, and favorable tax treatment for certain other business provisions. Key corporate tax provisions include existing 21% corporate income tax rate made permanent, the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025. The legislation does not impact the Company’s prior years’ financial statements. The Company will evaluate the impact of the newly enacted tax law and its impact on the Company’s forecasted annual effective tax rate in subsequent periods as required.
Reclassifications for Presentation
Certain reclassifications have been made to prior year amounts to conform to the current year presentation. In the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025, the Company reclassified $100,000 of equity-based compensation to equity issued for services. These reclassifications will recur in the Company’s upcoming quarterly and annual filings.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment, net, were as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| As of | As of | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Leasehold Improvements | $ | $ | ||||||
| Furniture and equipment | ||||||||
| Land and buildings | ||||||||
| Aircraft | ||||||||
| Construction in progress | ||||||||
| Property and equipment, gross | $ | $ | ||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
and amortization expenses relating to property and equipment for the three months ended March 31, 2026 and 2025 were $
NOTE 4 - INTANGIBLES
Intangible assets subject to amortization consist of the following:
SCHEDULE OF INTANGIBLE ASSET
| Useful | March 31, | December 31, | ||||||||
| Life | 2026 | 2025 | ||||||||
| Naming rights | $ | $ | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||||
The
intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the three months
ended March 31, 2026 and 2025 were $
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE
| 2027 | $ | |||
| 2028 | ||||
| Total | $ |
| 22 |
NOTE 5 – LEASES
The Company leases the properties used for some of its restaurants, venues, office space and parking spaces.
The
Company leases its office space from an unrelated party. The lease is until
On
November 5, 2025, the Company, through its wholly owned subsidiary NLRE,
closed on a sale-leaseback transaction, pursuant to which it sold the 5.5 acres of land owned by PPP used for parking for Ford Amphitheater
(such land, together with improvements thereon, the “Property”) to a related party (the “Landlord”) and concurrently
entered into a ground lease agreement with the Landlord to lease the Property for a
Total
rent expense related to leased assets including short-term leases and variable costs were $
The following table shows balance sheet information related to the operating leases:
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES
| As of | ||||||||||
| March 31, | December 31, | |||||||||
| Balance Sheet Information | Classification | 2026 | 2025 | |||||||
| Assets | ||||||||||
| Right-of-use assets | Operating Leases | $ | $ | |||||||
| Liabilities | ||||||||||
| Current portion of lease liabilities | Operating Leases | $ | $ | |||||||
| Long-term portion of lease liabilities | Operating Leases | $ | $ | |||||||
| Total lease liabilities | $ | $ | ||||||||
| 23 |
NOTE 5 – LEASES (Continued)
The future minimum lease payments of existing operating lease liabilities are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES
| For the twelve months ending | ||||
| March 31, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| Less: current portion | ( | ) | ||
| Long-term portion | $ | |||
SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES
| As of | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
NOTE 6 – INVESTMENTS
On
January 13, 2025, the Company entered into a Stock Purchase Agreement (the
“SPA”) pursuant to which it purchased shares of Series A Preferred Stock of FL101, Inc. d/b/a EIGHT Brewing (“FL101”)
in consideration for a cash investment of $
NOTE 7 – INVESTMENTS IN RELATED PARTIES
The Company has NCI investments in related parties. Accordingly, the Company utilizes the guidance stated in ASC 323, Investments – Equity Method and Joint Ventures to account for applicable transactions. These investments lack readily determinable fair values. Consequently, these investments are accounted for under the practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments. An adjustment to the recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value. Any income or loss from these investments is recognized in the Unaudited Condensed Consolidated Statements of Operations, net of operating expenses. These investments are reviewed at each balance sheet date for impairment.
| 24 |
NOTE 7 – INVESTMENTS IN RELATED PARTIES (Continued)
The activity related to these investments for the three months ended March 31, 2026 and the year ended December 31, 2025 is as follows:
SCHEDULE OF INVESTMENT
| Roth | ||||||||||||
| Industries LLC | Culinova, Inc. | Total | ||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | |||||||||
NOTE 8 – RELATED PARTY TRANSACTIONS
The
Company owns
Class B non-voting units or
The
Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total shares (and paid a total purchase price
of $
On
June 26, 2024, the Company purchased the land and building of 13141 BP for a total purchase price of $
In 2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of the Company. These include a ground lease agreement (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and an issuance of shares of the Company’s common stock (“Common Stock”) (refer to Note 10 – Equity for further details).
| 25 |
NOTE 9 – DEBT
SBA Economic Injury Disaster Loan
On
May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA
under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic on the
Company’s business. Pursuant to the loan agreement, the principal amount of the EIDL Loan is $
Bank Loans and Promissory Notes
On
April 1, 2022, the Company purchased the majority of equity interests of HIA. In this transaction, the Company became a guarantor of
HIA’s mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at
On
May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to
the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues
interest at
On
April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered
into a Chapter 380 Economic Development Program Agreement (the “Chapter 380
Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso
Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract
of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive
El Paso Agreements. Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company
related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an
On
January 14, 2025 (the “Closing Date”), the Company closed on its purchase of an approximately 46-acre tract of land (the
“McKinney Tract”) where it will develop the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and
Development Agreement (the “McKinney Agreement”) that the Company previously entered into with the City of McKinney, Texas,
the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation on April 16, 2024,
which was amended on October 15, 2024 and December 3, 2024. MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase
price of $
| 26 |
NOTE 9 – DEBT (Continued)
If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MEDC will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty.
On
May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into
Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction
Loan”). The Construction Loan accrues interest at
Artist
280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects
around the country. Effective September 26, 2025, Artist 280 borrowed $
Convertible debt
The
Company issued a $
On
April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $
| 27 |
NOTE 9 – DEBT (Continued)
On
May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $
On
June 22, 2025, the Company issued shares of Common Stock in full satisfaction of $
On July 22, 2025, the Company issued shares of Common Stock upon conversion of a secured promissory note to satisfy % of the outstanding obligations owed thereunder.
On
February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of
the Company (“Hall at Centennial”), and Old Mill, LLC (“Old Mill”), which is partially owned by a Board member
of the Company, pursuant to which the Company assigned to Hall at Centennial its right, title, and interest in a Purchase and Sale Agreement
that it had entered into with Old Mill in April 2025, which contemplated the Company’s acquisition from Old Mill of certain real
property in Centennial, Colorado (the “Centennial Property”). Following such assignment, on February 3, 2026, Hall at Centennial
closed on the purchase of the Centennial Property from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately
$
Total debt consists of the following:
SCHEDULE OF DEBT
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| SBA Economic Injury Disaster Loan | $ | $ | ||||||
| Bank loans and promissory notes | ||||||||
| Long-term convertible debt | ||||||||
| Total debt | ||||||||
| Less: current maturities | ||||||||
| Long-term debt, including convertible debt | $ | $ | ||||||
Following is the future maturities of total debt for the twelve months ending March 31,
SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total debt | $ |
| 28 |
NOTE 10 – EQUITY
Stockholders’ Equity
Preferred Stock
On
June 16, 2025, the Company issued
shares of Series B
On
January 5, 2026, the Company and Aramark entered into an amendment to a binding letter of intent originally entered into in June
2025 (the “LOI Amendment”) whereby Aramark agreed to become the exclusive provider of
certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services (collectively, the
“Services”) at two additional Company amphitheaters to be constructed in El Paso, TX
and the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date
of the Company’s Broken Arrow, OK or McKinney, TX amphitheaters. In connection with the LOI Amendment, Aramark
committed to an additional $
Common Stock
On January 3, 2025, the Company issued shares of Common Stock to a services firm at a price of $ per share.
In April 2025, the Company issued a consultant shares of our Common Stock in consideration for services rendered to the Company.
In May 2025, the Company issued a consultant shares of our Common Stock in consideration for services rendered to the Company.
On June 3, 2025, the Company issued shares of Common Stock in full satisfaction of obligations owed under a promissory note originally issued to KWO, LLC in January 2024.
On June 22, 2025, the Company issued shares of Common Stock in full satisfaction of all principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.
| 29 |
NOTE 10 – EQUITY (Continued)
On July 22, 2025, the Company issued shares of Common Stock in satisfaction of % of the principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.
On
September 22, 2025, the Company entered into an Ambassador Agreement with a third party for the purpose of increasing awareness of the
Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of
the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also
issue shares of Common Stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days
thereafter. The number of such shares of Common Stock to be issued on each grant date during the term will equal a value of $
On October 28, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) to increase the number of shares of the Company’s Common Stock from shares to shares.
On
November 6, 2025, the Company entered into a Partner Agreement with a third party for the purpose of increasing awareness of the Company.
The term of the Agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing
of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares
of Common Stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days thereafter. The number
of shares of Common Stock to be issued on each grant date during the term will equal a value of $, such value to be determined
based on the volume weighted average price per share during the preceding twenty days during which the NYSE American was open. During
the three months ended March 31, 2026, the Company made cash payments totaling $
On
November 18, 2025, the Board of Directors authorized the repurchase of up to $
Class B Common Stock
On October 24, 2025, a total of shares of Class B Non-Voting Common Stock were exchanged for shares of Common Stock.
Public and Private Offerings
On
August 28, 2025, the Company completed a public offering of shares Common Stock at a public offering price of $ per share,
generating gross proceeds of $
On
September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of shares
of Common Stock at a price of $ per share, generating gross proceeds of $
| 30 |
NOTE 10 – EQUITY (Continued)
On
March 10, 2026, the Company closed a public offering of shares of Common Stock , and pre-funded warrants to purchase up to
Treasury Stock
The
Company has shares of treasury stock that it acquired through the acquisition of HIA. In addition, on August 12, 2024, the Company
purchased shares back from Roth Industries, a related party, at $ per share. On January 22, 2024, the Company and Live Nation
entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve as the exclusive operator of The Sunset
BA. Although the parties pursued their working partnership, in August 2024, the Company and Live Nation terminated the Exclusive Operating
Agreement due to the Company determining that it is unable to construct the number of parking spaces originally contemplated by the Exclusive
Operating Agreement. As part of this termination, Live Nation exercised its put right for the shares worth $
On
October 27, 2025, NLRE, a wholly owned subsidiary of the Company, entered into a real estate purchase and sale agreement with a related
party (the “Purchaser”) to convey the land owned by PPP used for parking at Ford Amphitheater for a purchase price of $
The
Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated
by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the
period. The Company applies the two-class method as it has multiple classes of equity including the Series B
The
Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed
The
Series B Preferred is convertible at the option of the holder into shares of Common Stock per preferred share (plus accrued dividends),
and is considered a potentially dilutive security. For the three months ended March 31, 2026, the assumed conversion of the Series B
Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of March 31, 2026 and December 31, 2025, Series B Preferred
Stock dividends accrued were $
| 31 |
NOTE 11 – EARNINGS PER SHARE (Continued)
SCHEDULE OF CALCULATION OF EARNINGS PER SHARE
| For the Three Months Ended March 31, 2026 | ||||||||
| Class B | Common | |||||||
| Basic and diluted net loss per share of common stock | ||||||||
| Numerator: | 49.20 | % | ||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Less : Series B preferred dividend | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to common stock holders - basic | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per share of common stock | $ | ) | $ | ) | ||||
| For the Three Months Ended March 31, 2025 | ||||||||
| Class B | Common | |||||||
| Basic and diluted net loss per share of common stock | ||||||||
| Numerator: | ||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per share of common stock | $ | ) | $ | ) | ||||
NOTE 12 – WARRANTS AND STOCK OPTIONS
The Company grants, to certain of its directors and employees, warrants and stock options to purchase shares of the Company’s equity. The Company may also issue stock options or warrants to investors in connection with its capital raising and financing activities. In addition, the Company has adopted, and its shareholders have approved the 2023 Plan. Under the 2023 Plan, a total of shares of the Company’s Common Stock were initially reserved for awards to directors, officers, employees and consultants. Incentive-compensation awards under the 2023 Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On October 28, 2025, the Company’s shareholders approved an amendment to the 2023 Plan to increase the number of shares of Common Stock reserved under the plan from shares to shares.
| 32 |
NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)
Following is a summary of the warrant and stock options activities during the three months ended March 31, 2026 and 2025:
SUMMARY OF WARRANT AND STOCK ACTIVITIES
| Weighted | |||||||||||||||
| Weighted | Average | ||||||||||||||
| Number of | Weighted | Average | Remaining | ||||||||||||
| Warrants | Average | Grant Date | Contractual | ||||||||||||
| and Options | Exercise Price | Fair Value | Term (in years) | ||||||||||||
| Outstanding, December 31, 2024 | $ | ||||||||||||||
| Granted | $ | $ | |||||||||||||
| Exercised | $ | ||||||||||||||
| Expired and forfeited | ) | $ | |||||||||||||
| Outstanding, March 31, 2025 | $ | ||||||||||||||
| Outstanding, December 31, 2025 | $ | ||||||||||||||
| Granted | $ | $ | |||||||||||||
| Exercised | $ | ||||||||||||||
| Expired and forfeited | ) | $ | |||||||||||||
| Outstanding, March 31, 2026 | $ | ||||||||||||||
During the three months ended March 31, 2026, the Company granted a total of warrants and stock options, with (i) stock options granted to employees and directors, and (ii) Common Warrants and Pre-Funded Warrants issued as part of the March 2026 offering to finance the construction of multi-seasonal amphitheaters.
During
the three months ended March 31, 2025, the Company granted a total of warrants and stock options with (i) total options
granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal
guarantor of a promissory note issued at that closing, (ii)
As of March 31, 2026, there was a total of warrants and stock options exercisable with an aggregate intrinsic value of $. For the total warrants and stock options outstanding of as of March 31, 2026, the aggregate intrinsic value was $. As of March 31, 2026, there was $ of unrecognized compensation cost related to non-vested warrants.
As of December 31, 2025, there was a total of warrants and stock options exercisable with an aggregate intrinsic value of $. For the total warrants and stock options outstanding of as of December 31, 2025, the aggregate intrinsic value was $. As of December 31, 2025, there was $ of unrecognized compensation cost related to non-vested warrants.
The
equity compensation expense related to warrants and stock options included as a charge to operating expenses in the Unaudited Condensed
Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively, were $ to be recognized
over a weighted-average period of
| 33 |
NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)
Monte Carlo Stock Options
On January 20, 2026, the Board of Directors granted stock options of market performance-based Common Stock to the Company’s Chairman and CEO. The stock options become exercisable only upon the Company’s Common Stock achieving certain price milestones within five years of the date of grant. If, at any time prior to January 30, 2031, the closing sales price of the Company’s Common Stock (as reported on the NYSE American (or other stock exchange or principal trading market where the Company’s Common Stock is then listed or quoted)) achieves the following thresholds a portion of the options will vest based on the following schedule. Once vesting occurs for each tranche of options, each tranche may be exercisable for from the date of vesting.
SCHEDULE OF OPTIONS VESTED SUBJECT TO TRANCHE
| Tranche # | Number of Options Vested Subject to Tranche | Closing Sale Price | Market Performance Milestone | Achievement Status | |||||||||||
| A | $ | ||||||||||||||
| B | $ | ||||||||||||||
| C | $ | ||||||||||||||
Fair Value Assumptions
We estimate the fair value of warrants and stock options with service conditions on the grant date using the Black Scholes Merton model. The weighted-average assumptions used in the Black Scholes model are as follows:
SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION
| March 31, 2026 | March 31, 2025 | |||||||
| Volatility | ||||||||
| Dividends | % | % | ||||||
| Risk-free rate | ||||||||
| Expected Term (years) | ||||||||
We estimate the fair value of stock options with market performance conditions on the grant date using the Monte Carlo simulation model. The weighted-average assumptions used in the Monte Carlo model are as follows:
| Tranche A | Tranche B | Tranche C | ||||||||||
| Expected award term (in years) (1) | ||||||||||||
| Expected share price volatility | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
| Risk-free rate of return | % | % | % | |||||||||
| Forfeiture rate | % | % | % | |||||||||
| Grant date fair value per option (2) | $ | $ | $ | |||||||||
| (1) | |
| (2) |
Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value.
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NOTE 13 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
The
carrying amounts of accounts payable and accrued expenses approximated their fair values at March 31, 2026 December 31, 2025. Accounts
payable at March 31, 2026 and December 31, 2025 were $
Total accrued expenses consists of the following:
SCHEDULE OF ACCRUED EXPENSES
| March 31, | December 31, | |||||||
| As of | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| General operating expenses | $ | $ | ||||||
| Property and sales taxes | ||||||||
| Interest accrued on long-term debt and NNN firesuite liability | ||||||||
| Construction costs related to future venues | ||||||||
| Total Accrued Expenses | $ | $ | ||||||
NOTE 14 – NNN FIRESUITE LIABILITY
During
2025, the Company (through its wholly owned subsidiary, Luxe) entered into
arrangements to sell the exclusive use rights to certain Luxe FireSuites to third parties and concurrently lease them back for a 15-year
term under a NNN lease structure. Under these agreements, the third-party buyer pays an upfront purchase price for a Luxe FireSuite and
the Company (through Luxe, as seller-lessee) immediately
leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an
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NOTE 14 – NNN FIRESUITE LIABILITY (Continued)
At
the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights
at a price equal to
The
Company has accounted for these transactions as financing arrangements rather than as sales. Because the Company did not transfer control
of the FireSuites, no revenue or gain has been recognized on the upfront cash proceeds. In substance, the buyer/lessor is providing financing
to the Company, with the Luxe FireSuites as collateral. Accordingly, at inception the Company continues to carry the Luxe FireSuite assets
on its Consolidated Balance Sheets at their existing carrying amount, and it has recorded the cash proceeds from the buyer/lessor as
a long-term financing liability (reported as “NNN firesuite liability”). The Company did not derecognize any of its real
estate or equipment as a result of these transactions, since they do not qualify as sales under the applicable accounting guidance. The
monthly payments made by the Company under the leaseback are not recorded as rent expense. These payments represent interest and principal
payments on the financing liability. The Company recognizes interest expense on the financing liability over the 15-year term at an effective
interest rate that reflects the
The
financing liability arising from the Luxe FireSuites transactions is included in the Company’s Consolidated Balance Sheets. As
of March 31, 2026, the balance of the NNN firesuite liability was $
SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT
| Following is the future maturities of NNN firesuite liability for the twelve months ending March 31, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total NNN firesuite liability | $ | |||
NOTE 15 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become party to litigation and other claims in the ordinary course of business. In addition, the Company enters into public-private partnerships governed by agreements that may require the Company to meet construction timelines and may include liquidated damage clauses or similar provisions. To the extent that such claims or litigation arise, management provides for them if, upon the advice of counsel, losses are determined to be both probable and estimable.
NOTE 16 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 15, 2026, and identified the following:
From March 31, 2026 through May 15, 2026, the
Company sold an additional $
In connection with the Partner Agreement dated November 6, 2025 that the Company entered into with one of its brand partners, the Company issued shares of Common Stock to the brand ambassador subsequent to March 31, 2026.
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On
April 15, 2026, the Company launched a new arrangement to sell the exclusive
use rights to certain Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas
to third parties and concurrently lease them back under an NNN lease structure.
On
April 17, 2026, the Company entered into a Stock Transfer Agreement (the “Transfer Agreement”) with Notes Live Foundation
d/b/a Venu Arts & Culture Foundation (the “Foundation”), a Colorado nonprofit corporation. Pursuant to the Transfer Agreement,
the Company transferred shares of Series A Preferred Stock of FL101, Inc. d/b/a EIGHT Brewing, which the Company initially
purchased on January 13, 2025 for $
On April 20, 2026, a new subsidiary of the Company, Sunset at Chattanooga, LLC (“Sunset
Chat”), was formed. Sunset Chat will operate as a multi-seasonal, hospitality-focused music amphitheater located in Chattanooga,
Tennessee (“The Sunset Chat”), the construction of which has not yet begun. The Company owns
On
May 1, 2026, a new subsidiary of the Company, Venu FireSuite Income, LLC (“Venu FS Income”), was formed to receive capital raised from an offering
launched in May 2026 to fund construction costs associated with the Company’s multi-seasonal venues. The Company, through NLRE,
owns
On May 8, 2026, Sunset Chat entered into a Purchase and Sale Agreement to purchase approximately 15 acres of land located in The Bend in Chattanooga, Tennessee, upon which the Company intends to develop and construct The Sunset Chat, an omni-content, multi-seasonal, 12,500-capacity amphitheater.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, which is included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.
MD&A Overview
This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:
| ● | Business Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A. | |
| ● | Consolidated Results of Operations — Analysis of our financial results comparing the three months ended March 31, 2026 to the three months ended March 31, 2025. | |
| ● | Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity. | |
| ● | Significant Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Business Overview
Business
Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, multi-seasonal amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets.
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Key Milestones and Recent Developments
Our operations to date have enabled us to achieve growth and the following key milestones:
| ● | March 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022, and changed its name to Venu Holding Corporation in September 2024. | |
| ● | April 2017: Venu opened Bourbon Brothers Smokehouse & Tavern in Colorado Springs, Colorado. | |
| ● | March 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, now known as “Phil Long Music Hall at Bourbon Brothers.” | |
| ● | June 2023: Venu entered into an operating agreement with AEG Presents with respect to the operation of Ford Amphitheater, which Venu opened in August 2024. | |
| ● | June 2023: Venu opened its second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia. | |
| ● | October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater. | |
| ● | April 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset McKinney. | |
| ● | June and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu acquired approximately 20 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater. | |
| ● | August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue. | |
| ● | November 2024: Venu closed on the initial public offering of its Common Stock and, in connection therewith, the Company’s Common Stock was listed on the NYSE American. | |
|
● | January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it is developing The Sunset McKinney. |
| ● | February 2025: Venu launched a multi-season venue configuration model, enabling potential year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Webster, TX; and Broken Arrow, OK, which are intended to expand potential new revenue and margin opportunities. | |
| ● | June 2025: Venu awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement, will be implemented across three of the Company’s flagship amphitheaters: The Sunset BA in Broken Arrow, Oklahoma; The Sunset McKinney, powered by EIGHT Beer in McKinney, Texas; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu will expand upon their existing relationship. | |
| ● | June 2025: Venu broke ground on The Sunset McKinney in McKinney, Texas. | |
| ● | November 2025: Venu, through its wholly owned subsidiary NLRE, closed on a sale-leaseback transaction on November 5, 2025 with a related party to convey the land owned by PPP that is used for parking at Ford Amphitheater and concurrently lease the property back for a 20-year term under a triple-net lease structure with an option to re-purchase the property within the first three years of the closing date of the sale. | |
| ● | November 2025: Venu opened its first fine-dining restaurant and bar and lounge, Roth’s Sea & Steak and Brohan’s, on November 8, 2025, in Colorado Springs, Colorado. | |
| ● | November 2025: Venu broke ground on The Sunset El Paso in El Paso, Texas. | |
| ● | December 2025: Venu entered into an Operator Agreement with Live Nation Worldwide, Inc. on December 10, 2025 in connection with The Sunset McKinney being developed in McKinney, Texas. | |
| ● | January 2026: Venu awarded Aramark Sports + Entertainment the contracts for certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services to be provided at two additional Sunset Amphitheater locations to be constructed in El Paso, Texas and the greater Houston, Texas area. | |
| ● | February 2026: Venu closed on the purchase of land on which BBST and BBP venues will be constructed in Centennial, Colorado. | |
| ● | March 2026: Venu closed an underwritten public offering of shares of its Common Stock and Pre-Funded Warrants to purchase Common Stock (in lieu of shares of Common Stock), in each case together with accompanying Common Warrants to purchase Common Stock, generating net proceeds of approximately $80.1 million. |
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Venue Ownership
Venu primarily generates revenue through restaurant operations, event rentals, naming rights and sponsorship arrangements, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces:
Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a concert one night and a wedding the following afternoon.
Amphitheaters — Amphitheaters are venues that accommodate between 8,000 and 20,000 concertgoers. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue was the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has Luxe FireSuites that deliver premium hospitality and a more luxurious, personalized concert experience. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP Luxe FireSuites , accommodating a total of 736 VIP guests. Ford Amphitheater primarily hosts concerts from April through October each year. The amphitheaters under development or planned for development in Oklahoma and Texas will also have Luxe FireSuites and will host multi-seasonal events.
Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.
Fine Dining, Hospitality, and Entertainment Campuses — In June 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In November 2025, Venu opened the restaurant operations of Roth’s Sea & Steak. Framing either side of Roth’s are two configurable hospitality spaces to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which opened in November 2025 and offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater.
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The following table summarizes the types of venues we are operating or otherwise in development and / or planning to develop, describing each by venue type, location, expected opening date, and current status.
| Venue Type | Location | Current Status* | ||
| Music Halls | ||||
| BBP CO | Colorado Springs, CO | Opened in March 2019 | ||
| BBP GA | Gainesville, GA | Opened in June 2023 | ||
| BBP Centennial | Centennial, CO | Expected to open early to mid-2027 | ||
| Multi-Seasonal Amphitheaters | ||||
| Ford Amphitheater | Colorado Springs, CO | Opened in August 2024 | ||
| The Sunset BA | Broken Arrow, OK | Expected to open in Fall 2026 | ||
| The Sunset McKinney | McKinney, TX | Expected to open in Q1 2027 | ||
| The Sunset El Paso | El Paso, TX | Expected to open in Fall 2027 | ||
| The Sunset Houston | Greater Houston area, TX | Expected to open in Spring 2028** | ||
| Restaurants | ||||
| BBST CO | Colorado Springs, CO | Opened in April 2017 | ||
| BBST GA | Gainesville, GA | Opened in June 2023 | ||
| BBST Centennial | Centennial, CO | Expected to open early to mid-2027 | ||
| Fine Dining & Hospitality Collection | ||||
| Notes Hospitality Collection | Colorado Springs, CO | Opened in June 2025 | ||
| Roth’s Sea & Steak | Colorado Springs, CO | Opened in November 2025 | ||
| Bars | ||||
| Brohan’s | Colorado Springs, CO | Opened in November 2025 |
| * | Projected opening dates are based on Venu’s best estimates but are subject to change. |
| ** | Venu has entered into a term sheet with the City of Webster and the Webster Economic Development Corporation with respect to the development of an amphitheater in the City of Webster (part of the greater Houston, Texas area). The parties are negotiating a development agreement. |
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Business Segment
We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“F&B”) services (our “Restaurant Operations”) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “Event Operations”) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters.
Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. For the three months ended March 31, 2025, we promoted and held 24 concerts and 8 private events at BBP CO, 31 concerts and 7 private events at BBP GA, and 8 private events at Notes Eatery. For the three months ended March 31, 2026, we promoted and held 27 concerts and 8 private events at BBP CO, and 28 concerts and 2 private events at BBP GA. There were no events held at Notes Eatery in 2026 due to its closure on July 18, 2025.
Our Event Operations business generated $1,067,098, or 27%, of our total revenue during the three months ended March 31, 2026, and $1,264,910, or 36%, of our total revenue during the three months ended March 31, 2025. The 16% decrease of $197,812 in revenue generated from 2025 to 2026 was primarily attributable to weaker venue rentals at BBP GA during the first quarter of 2026.
Within our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host.
Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roth’s Sea & Steak, and Notes bar (known as Notes Eatery). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $2,424,386, or 62%, of our total revenue during the three months ended March 31, 2026, and $2,044,916, or 58% of our total revenue for the three months ended March 31, 2025. The 19% increase of $379,470 in revenue generated from Restaurant Operations from 2025 to 2026 was due to the opening of Roth’s Sea & Steak in November 2025, offset by decreased revenue from the closure of Notes Eatery in July 2025 and softer overall F&B sales at BBST CO and BBST GA. BBST GA was specifically impacted by the early winter storms, which led to full and partial closures over two weekends during the first quarter of 2026.
Amphitheater Operations. Through a subsidiary, we entered into an agreement with AEG Presents-Rocky Mountains, LLC, a subsidiary of the Anschutz Entertainment Group and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG Presents through: (i) ticket sales, fees, and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG Presents. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG Presents. Our Amphitheater Operations generated net profits of $409,119, or 10%, of our net profits during the three months ended March 31, 2026, and $189,333, or 5%, of our net profits for the three months ended March 31, 2025. The 116% increase of $219,786 in revenue generated from Amphitheater Operations is primarily driven by higher net amphitheater revenue recognized from net profits that are split with AEG Presents, and income from the amortization of prepaid licenses of NHC firepit suites, which started to be recognized in June 2025 when NHC opened its suites. The Company anticipates its amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year. Additionally, the Company expects to open The Sunset BA in Fall 2026, which will generate additional amphitheater revenue.
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Financial
Private Offerings
Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.
We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites and / or lease rights to those suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.
Registered Equity Offerings
On March 8, 2026, we completed a public offering of 14,340,000 shares of Common Stock, and Pre-Funded Warrants to purchase up to 4,410,000 shares of Common Stock, in lieu of shares of Common Stock, in each case together with accompanying Common Warrants to purchase up to 18,750,000 shares of Common Stock. The aggregate public offering price for each share of Common Stock, together with one Common Warrant, is $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, is $3.999. The closing of the offering took place on March 10, 2026. We also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering. On March 9, 2026, the underwriters partially exercised the over-allotment option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant. Additionally, on March 10, 2026, the representative of the underwriter partially exercised the over-allotment option to purchase 2,812,500 shares of Common Stock at a purchase price of $3.7107 per share. As a result of exercises on March 9, 2026 and March 10, 2026, the over-allotment option was exercised in full. We received net proceeds of approximately $80.1 million (including from the exercises of the over-allotment option), after deducting the underwriting discounts and commissions and other offering expenses.
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Overview of the 2026 Three Month Interim Period Financial Comparison
Consolidated Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively.
VENU HOLDING CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in US Dollars)
| For the three months ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenues | ||||||||||||||||
| Restaurant including food and beverage revenue, net | $ | 2,424,386 | $ | 2,044,916 | $ | 379,470 | 19 | % | ||||||||
| Event center ticket and fees revenue, net | 854,811 | 980,439 | (125,628 | ) | -13 | % | ||||||||||
| Rental and sponsorship revenue, net | 621,406 | 473,804 | 147,602 | 31 | % | |||||||||||
| Total revenues, net | $ | 3,900,603 | $ | 3,499,159 | $ | 401,444 | 11 | % | ||||||||
| Operating costs | ||||||||||||||||
| Food and beverage | 643,691 | 497,840 | 145,851 | 29 | % | |||||||||||
| Event center | 717,715 | 724,064 | (6,349 | ) | -1 | % | ||||||||||
| Labor | 1,518,745 | 998,947 | 519,798 | 52 | % | |||||||||||
| Rent | 481,712 | 364,377 | 117,335 | 32 | % | |||||||||||
| General and administrative | 7,693,271 | 6,740,311 | 952,960 | 14 | % | |||||||||||
| Equity compensation | 1,955,932 | 11,340,620 | (9,384,688 | ) | -83 | % | ||||||||||
| Depreciation and amortization | 2,375,792 | 1,375,364 | 1,000,428 | 73 | % | |||||||||||
| Total operating costs | $ | 15,386,858 | $ | 22,041,523 | $ | (6,654,665 | ) | -30 | % | |||||||
| Loss from operations | $ | (11,486,255 | ) | $ | (18,542,364 | ) | $ | 7,056,109 | -38 | % | ||||||
| Other income (expense), net | ||||||||||||||||
| Interest expense, net | (2,978,733 | ) | (922,886 | ) | (2,055,847 | ) | 223 | % | ||||||||
| Other income | 20,795 | 32,500 | (11,705 | ) | -36 | % | ||||||||||
| Total other expense, net | (2,957,938 | ) | (890,386 | ) | (2,067,552 | ) | 232 | % | ||||||||
| Net loss | $ | (14,444,193 | ) | $ | (19,432,750 | ) | $ | 4,988,557 | -26 | % | ||||||
| Net loss attributable to non-controlling interests | (687,848 | ) | (1,369,020 | ) | 681,172 | -50 | % | |||||||||
| Net loss attributable to Venu | (13,756,345 | ) | (18,063,730 | ) | 4,307,385 | -24 | % | |||||||||
| Preferred stock dividend | (147,870 | ) | - | (147,870 | ) | 100 | % | |||||||||
| Net loss attributable to common stockholders | $ | (13,904,215 | ) | $ | (18,063,730 | ) | $ | 4,159,515 | -23 | % | ||||||
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Revenues
Total revenues increased $401,444 or approximately 11% during the three months ended March 31, 2026, as compared to the prior year. As a component of our single reportable business segment, revenues generated from our “Restaurant including food and beverage revenue, net” component increased $379,470, “Event center ticket and fees revenue, net” component decreased $125,628, and “Rental and sponsorship revenue, net” component increased $147,602 during the three months ended March 31, 2026, as compared to the prior year, which are further discussed within the “Business Segment” section.
Operating Costs
Food and Beverage Costs. Our F&B costs increased $145,851 during the three months ended March 31, 2026, as compared to the prior year. This was primarily driven by an increase in sales volumes and use of premium ingredients used in our Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak and NHC), which opened in the second half of 2025.
Event Center Costs. Our event center costs were consistent during the three months ended March 31, 2026, as compared to the prior year.
Labor Costs. Our labor costs increased $519,798 during the three months ended March 31, 2026, as compared to the prior year, primarily due to the hiring of a new management team, kitchen staff, and waiting staff for Roth’s Sea & Steak, which opened in November 2025.
Rent Costs. Our rent costs increased $117,335 during the three months ended March 31, 2026, as compared to the prior year, primarily due to increases in annual base rents, property taxes, and insurance expenses over several locations and leased parking lot in Colorado Springs, Colorado with rent that commenced in November 2025.
General and administrative. Our general and administrative expenses increased $952,960 during the three months ended March 31, 2026, as compared to the prior year, primarily due to the Company’s expansion efforts into additional municipalities and marketing efforts to increase sales of interests in our existing Luxe FireSuites and in preparation of launching our new promotional campaign for the Company and its Luxe FireSuites. These expansion plans and promotional efforts require increased travel, business development and promotional efforts, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, other professional services, and general working capital expenses. The Company anticipates these costs to continue to increase period over period as the Company expands its teams into new markets, continues construction of its entertainment campuses and anticipates growth of its balance sheet over the next several years.
Equity compensation. Our equity compensation decreased $9,384,688 during the three months ended March 31, 2026, as compared to the prior year primarily due to a decrease in the weighted average exercise price of warrants and options granted and lower volatility assumptions. Additionally, 2.5 million options were granted in January 2025 to the Chairman & CEO of Venu and a related party regarding their personal guaranty of the McKinney purchase of land that immediately vested.
Depreciation and Amortization Costs. Our depreciation and amortization costs increased $1,000,428 during the three months ended March 31, 2026, as compared to the prior year primarily due to assets purchased for Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak) in 2025 and the purchase of a corporate aircraft in September 2025 that did not receive depreciation until the second half of 2025.
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Interest Expense, net. Our interest expense, net increased $2,055,847 during the three months ended March 31, 2026, as compared to the prior year, primarily due to obligations owed to triple net lease interest holders (being to Luxe FireSuite holders who leased their right in a suite back to the Company) beginning in the third quarter of 2025, which increased interest expense and amortization of debt discount fees in the first quarter of 2026 as compared to 2025.
Other Income. Other income was consistent during the three months ended March 31, 2026, as compared to the prior year. Roth Industries, LLC (“Roth Industries”), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2025 to 2026.
JW Roth, Venu’s Chairman and CEO and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 16.4% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 14.7% membership interest in Roth Industries. Certain other Company officers and directors hold an interest in Roth Industries.
Factors that May Influence Future Results of Operations
Impact of Macroeconomic Conditions
We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical conflicts and trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability.
The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected.
Inflation
We continue to monitor the impacts of inflation on our business and will continue to proactively seek cost-saving measures and negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.
Liquidity and Capital Resources
The Company has devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and Texas, and exploring additional markets. While our current primary focus is building venues in these additional markets, our secondary focus is the development of venues in other prospective markets. While we undergo the construction of these venues during the remainder of 2026 and 2027 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues.
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We had an accumulated deficit of $105,211,275 and $91,454,930 as of March 31, 2026 and December 31, 2025, respectively, and incurred net losses of $14,444,193 and $19,432,750 during the three months ended March 31, 2026 and 2025, respectively. The Company believes the majority of net loss in the 2026 period was largely due to our efforts to continue to implement our business plan, grow our staff, raise capital, plan venues in new markets, such as Oklahoma and Texas, along with increased marketing efforts to increase sales of interests in our existing Luxe FireSuites and launch of our new promotional campaign in April 2026 related, in part, to our Luxe FireSuites and a sale and leaseback model.
The Company grew its property and equipment, net, to $381,609,228 as of March 31, 2026 from $305,947,277 as of December 31, 2025, which represents an increase of $75,661,951 or 25%.
The Company believes that cash on hand, together with expected improvements in profitability over the next twelve months from its operating entities in Colorado Springs, Colorado and Gainesville, Georgia, will support ongoing operations. This outlook reflects a full season of operations of Ford Amphitheater and the contribution of Roth’s Sea & Steak, which opened in November 2025 after the 2025 show season, and is expected to operate alongside the 2026 show season, serving concertgoers and generating additional F&B revenue. Potential additional equity and / or debt financing over the next twelve months, including the potential issuance of shares of our Series B Preferred Stock and Common Stock are expected to allow the Company to continue its business operations. However, there is no guarantee that the Company will be able to implement these plans as laid out above.
Equity and Debt Financing Strategies
On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into a Chapter 380 Economic Development Program Agreement (the “Chapter 380 Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements. Under the Definitive El Paso Agreements, the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, “Entitlement”) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.
On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction Loan”). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6.0 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The outstanding balance as of March 31, 2026 and December 31, 2025 was $5,937,119 and $5,937,119, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO.
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In April 2025, the Company entered into a Purchase and Sale Agreement to acquire certain real property in Centennial, Colorado (the “Centennial Property”) owned by Old Mill, LLC (“Old Mill”), which is partially owned by a Board member of the Company. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial LLC, a subsidiary of the Company (“Hall at Centennial”), and Old Mill. Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of the Centennial Property from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, Hall at Centennial also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan was secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan was also guaranteed by the Company and personally guaranteed by JW Roth, the Company’s Chairman and CEO. On March 11, 2026, the principal amount of the bridge loan in the amount of $4,350,000, including accrued but unpaid interest, was fully repaid.
Cash Flows
The following information reflects cash flows for the periods presented:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents at beginning of period | $ | 41,306,358 | $ | 37,969,454 | ||||
| Net cash used in operating activities | (8,517,982 | ) | (9,036,985 | ) | ||||
| Net cash used in investing activities | (65,861,545 | ) | (24,048,942 | ) | ||||
| Net cash provided by financing activities | 89,674,447 | 19,779,579 | ||||||
| Cash and cash equivalents at end of period | $ | 56,601,278 | $ | 24,663,106 | ||||
Net Cash Used in Operating Activities
Net cash used in operating activities increased $519,003 during the three months ended March 31, 2026, as compared to the prior year, primarily due to decreases in accrued payroll and payroll taxes, deferred revenue, and operating lease liabilities.
Net Cash Used in Investing Activities
Net cash used in investing activities increased $41,812,603 during the three months ended March 31, 2026, as compared to the prior year, primarily due to an increase in the purchase of property and equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities increased $69,894,868 during the three months ended March 31 2026, as compared to the prior year, primarily due to the issuance of Common Stock, Common Warrants, and Pre-Funded Warrants through a registered offering that closed in March 2026.
Significant Accounting Policies and Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.
Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; initial measurement (and any subsequent remeasurement) of operating right-of-use assets and lease liabilities, including the discount rate used in the present value calculation of future payments, and estimates of fair value used in the private stock valuations used for equity based compensation of warrants and stock options.
We consider the following accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them.
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Revenue Recognition
We recognize revenue in accordance with the FASB ASC 606, Revenue from Contracts with Customers, which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. Amounts collected from sponsorship agreements, which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits are provided to the sponsors. Amounts collected in advance of the event are recorded as deferred revenue until the event occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements.
The Company contracted with a subsidiary of the Anschutz Entertainment Group, AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within the Company’s Amphitheater Operations, its pre-sells naming rights to its amphitheater by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at the Company’s venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within the Company’s net amphitheater revenue recognition from AEG Presents.
Investments in Related Parties
We have NCI investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, Investments — Equity Securities; ASC 325, Investments — Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our Unaudited Condensed Consolidated Statements of Operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-Controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and VIEs. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method.
The Company owns 526,166 Class B non-voting units or 1.2% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder, Chairman and significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and significant equity folder of Roth Industries. Certain of the Company’s officers and directors are also minority equity owners of Roth Industries. The Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method.
The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. The Company’s Chairman and CEO is a director of Culinova, Inc. and Mitchell Roth, the Chairman and CEO. The Company’s officers and directors are also minority equity owners of Culinova, Inc. Certain of the Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method.
Leases
We account for our leases in accordance with ASC 842, Leases, pursuant to which our leases are classified as either operating or financing leases and recorded in our Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made.
Warrants and Stock Options
During the three months ended March 31, 2026, the Company granted (or issued) a total of 29,142,500 warrants and stock options, with (i) 3,170,000 stock options granted to employees and directors, and (ii) 21,562,500 Common Warrants and 4,410,000 Pre-Funded Warrants issued as part of the March 8, 2026 offering to finance the construction of multi-seasonal amphitheaters.
As of March 31, 2026, there was a total of 34,162,452 warrants and stock options exercisable with an aggregate intrinsic value of $2,188,371. For the total warrants and stock options outstanding of 38,890,117 as of March 31, 2026, the aggregate intrinsic value was $2,529,016. As of March 31, 2026, there was $13,455,808 of unrecognized compensation cost related to non-vested warrants.
The equity compensation cost, related to warrants and stock options included as a charge to operating expenses in the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively, were $1,560,099 to be recognized over a weighted-average period of 4.71 years and $11,340,620 to be recognized over a weighted-average period of 4.89 years, respectively.
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Non-Controlling Interest and Variable Interest Entities
The non-controlling interests (“NCIs”) represent capital contributions and distributions, income and loss attributable to the owners of the Company’s less-than-wholly-owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the holders of the NCIs in the accompanying Unaudited Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Unaudited Condensed Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities in order to determine if they qualify as variable interest entities (“VIEs”). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.
The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company, which, when combined, reconcile to the non-controlling issuance of shares as shown in the Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity.
If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of.
During 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC.
The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of March 31, 2026 and December 31, 2025:
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes DST | Sunset HOU | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 40,225 | 56,266 | 57,811 | 184,840 | 322,556 | 29,031,757 | 18,021,719 | 57,460 | 6,308 | 14,912 | 285,305 | 278,406 | 41,659 | 48,399,224 | ||||||||||||||||||||||||||||||||||||||||||
| Property and equipment, net | 123,785 | 46,497,339 | 9,232,600 | 10,180,208 | 42,961,407 | 56,379,662 | 118,477,450 | 1,695,530 | - | - | - | 9,500 | 8,302,442 | 293,859,923 | ||||||||||||||||||||||||||||||||||||||||||
| Other assets | 1,120,172 | 594,831 | 591,518 | 438,217 | 526,333 | 290,834 | 17,652,941 | 6,847,073 | 3,154,413 | 1,737 | 8,265,718 | 10,014,784 | 2,700,202 | 52,198,773 | ||||||||||||||||||||||||||||||||||||||||||
| Total assets | 1,284,182 | 47,148,436 | 9,881,929 | 10,803,265 | 43,810,296 | 85,702,253 | 154,152,110 | 8,600,063 | 3,160,721 | 16,649 | 8,551,023 | 10,302,690 | 11,044,303 | 394,457,920 | ||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | 143,810 | 689,568 | 125,419 | 1,599 | 1,612,243 | 40,625,418 | 84,976,754 | 1,106,822 | 18,500 | 3,775 | 30,984 | 337,215 | 403,165 | 130,075,272 | ||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses and other | 337,223 | 201,145 | 338,593 | 265,237 | 179,569 | 6,438,706 | 218,367 | 20,888 | - | 657 | 1,979 | 94,947 | 7,980,878 | 16,078,189 | ||||||||||||||||||||||||||||||||||||||||||
| Other long-term liabilities | 963,753 | - | 2,831,141 | 3,858,708 | 5,508,641 | 675,000 | 26,972,360 | - | - | - | - | 175,000 | - | 40,984,603 | ||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | 1,444,786 | 890,713 | 3,295,153 | 4,125,544 | 7,300,453 | 47,739,124 | 112,167,481 | 1,127,710 | 18,500 | 4,432 | 32,963 | 607,162 | 8,384,043 | 187,138,064 | ||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity & NCI | (160,604 | ) | 46,257,723 | 6,586,776 | 6,677,721 | 36,509,843 | 37,963,129 | 41,984,629 | 7,472,353 | 3,142,221 | 12,217 | 8,518,060 | 9,695,528 | 2,660,260 | 207,319,856 | |||||||||||||||||||||||||||||||||||||||||
| Total liabilities and equity | 1,284,182 | 47,148,436 | 9,881,929 | 10,803,265 | 43,810,296 | 85,702,253 | 154,152,110 | 8,600,063 | 3,160,721 | 16,649 | 8,551,023 | 10,302,690 | 11,044,303 | 394,457,920 | ||||||||||||||||||||||||||||||||||||||||||
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes DST | Sunset HOU | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 53,337 | 362 | 163,403 | 280,933 | 508,141 | 797,593 | 2,611,759 | 2,222,234 | 538,035 | 6,343 | 169,547 | 1,683,056 | 756,160 | 9,790,903 | ||||||||||||||||||||||||||||||||||||||||||
| Property and equipment, net | 132,311 | 46,992,411 | 9,466,022 | 10,270,541 | 42,941,425 | 64,726,088 | 92,234,432 | 1,629,290 | - | - | - | - | 132,744 | 268,525,264 | ||||||||||||||||||||||||||||||||||||||||||
| Other assets | 1,062,258 | 10,000 | 606,150 | 404,845 | 964,476 | 2,738,369 | 13,976,710 | 4,932,073 | 2,704,413 | 14,476 | 6,500,000 | 7,042,004 | 508,550 | 41,464,324 | ||||||||||||||||||||||||||||||||||||||||||
| Total assets | 1,247,906 | 47,002,773 | 10,235,575 | 10,956,319 | 44,414,042 | 68,262,050 | 108,822,901 | 8,783,597 | 3,242,448 | 20,819 | 6,669,547 | 8,725,060 | 1,397,454 | 319,780,491 | ||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | 45,277 | 3,435 | 95,163 | 4,788 | 629,355 | 28,838,639 | 24,235,272 | 593,165 | 14,999 | 3,652 | 15,000 | 39,077 | 37,113 | 54,554,935 | ||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses and other | 281,692 | 760,786 | 507,459 | 356,843 | 515,920 | 6,988,928 | 15,824,951 | 531,312 | 30,000 | 761 | 1,979 | 121,119 | 104,304 | 26,026,054 | ||||||||||||||||||||||||||||||||||||||||||
| Other long-term liabilities | 978,063 | - | 2,879,468 | 3,901,428 | 5,937,119 | 675,000 | 26,701,800 | - | - | - | - | 25,000 | - | 41,097,878 | ||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | 1,305,032 | 764,221 | 3,482,090 | 4,263,059 | 7,082,394 | 36,502,567 | 66,762,023 | 1,124,477 | 44,999 | 4,413 | 16,979 | 185,196 | 141,417 | 121,678,867 | ||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity & NCI | (57,126 | ) | 46,238,552 | 6,753,485 | 6,693,260 | 37,331,648 | 31,759,483 | 42,060,878 | 7,659,120 | 3,197,449 | 16,406 | 6,652,568 | 8,539,864 | 1,256,037 | 198,101,624 | |||||||||||||||||||||||||||||||||||||||||
| Total liabilities and equity | 1,247,906 | 47,002,773 | 10,235,575 | 10,956,319 | 44,414,042 | 68,262,050 | 108,822,901 | 8,783,597 | 3,242,448 | 20,819 | 6,669,547 | 8,725,060 | 1,397,454 | 319,780,491 | ||||||||||||||||||||||||||||||||||||||||||
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The following table provides a summary of the Company’s non-controlling interests for the periods ended March 31, 2026 and 2025:
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset MC | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes CS 1 | Sunset HOU | Hall at Cen | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | (147,606 | ) | 16,983,428 | 566,708 | 6,312,830 | 24,051,400 | 16,772,826 | (941,678 | ) | 20,736,223 | 108,534 | 244,154 | (5,837 | ) | 1,805,213 | 212,236 | 150,505 | 86,848,936 | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/26 | (17,824 | ) | 38,036 | (2,487 | ) | 95,085 | (220,552 | ) | (106,150 | ) | - | (300,841 | ) | (2,988 | ) | (128 | ) | (2,095 | ) | (42,151 | ) | (18,068 | ) | (107,685 | ) | (687,848 | ) | |||||||||||||||||||||||||||||||||
| Subsidiary issuance of shares, net of Venu contributions | - | - | - | - | (8,614,173 | ) | 6,934,907 | - | 13,221,129 | (140,339 | ) | (9,567 | ) | - | 1,933,739 | 251,325 | 634,763 | 14,211,784 | ||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | - | - | (907 | ) | (101,591 | ) | (296,501 | ) | - | - | - | - | (53,168 | ) | - | (126,732 | ) | - | - | (578,899 | ) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | (165,430 | ) | 17,021,464 | 563,314 | 6,306,324 | 14,920,174 | 23,601,583 | (941,678 | ) | 33,656,511 | (34,793 | ) | 181,291 | (7,932 | ) | 3,570,069 | 445,493 | 677,583 | 99,793,973 | |||||||||||||||||||||||||||||||||||||||||
| BBPCO | Sunset CO | HIA | GAHIA | SHC | Sunset BA | Sunset MC | Sunset McK | Sunset EP | Venu Inc | Venu VIP | Notes CS 1 | Luxe | Sunset Hous | Hall at Cen | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | (91,207 | ) | 20,093,064 | 585,324 | 6,631,807 | 3,137,216 | 110,810 | (65,428 | ) | 4,595,687 | - | - | (3,595 | ) | 100,625 | - | - | - | 35,094,303 | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25 | (6,373 | ) | (741,280 | ) | (3,023 | ) | 77,831 | (145,314 | ) | (88,367 | ) | 177 | (458,850 | ) | - | (700 | ) | (2,629 | ) | (492 | ) | - | - | - | (1,369,020 | ) | ||||||||||||||||||||||||||||||||||||||
| Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | - | - | - | - | 13,770,625 | 2,596,672 | - | 10,953,701 | - | 15,968 | - | 9,262 | - | - | - | 27,346,228 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling shareholders | - | - | (909 | ) | (98,064 | ) | - | - | - | - | - | - | - | (6,453 | ) | - | - | - | (105,426 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | (97,580 | ) | 19,351,784 | 581,392 | 6,611,574 | 16,762,527 | 2,619,115 | (65,251 | ) | 15,090,538 | - | 15,268 | (6,224 | ) | 102,942 | - | - | - | 60,966,085 | |||||||||||||||||||||||||||||||||||||||||||||
Off-Balance Sheet Arrangements
We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented.
Stockholders’ Equity
On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. As a result of the filing of the Amendment to its Articles of Incorporation the authorized capital stock of the Company consists of 144,000,000 shares of Common Stock, 1,000,000 shares of Class B Non-Voting Common Stock and 5,000,000 shares of Preferred Stock.
Except for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders.
On October 28, 2025, the Company’s shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of the Company’s Common Stock reserved under the plan from 2,500,000 shares to 7,500,000 shares.
In connection with the Partner Agreement dated November 6, 2025, the Company issued 46,411 shares of Common Stock to the brand ambassador subsequent to March 31, 2026.
In connection with the LOI Amendment dated January 5, 2026, the Company issued 333 shares of Series B Preferred Stock to Aramark in exchange for cash payment of $4.995 million.
Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.
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JOBS Act Accounting Election
In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (an “EGC”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates.
Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Emerging Growth Company Status
We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are therefore subject to reduced public company reporting requirements. As a smaller reporting company, pursuant to Item 305(e) of Regulation S-K promulgated under the Securities Act, we are not required to provide the information required by this Item 3.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venu’s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, and concluded that the disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in Venu’s internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2025. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced accounting systems and financial close processes.
While Venu has processes to identify and appropriately apply applicable accounting requirements, its remediation plan includes the continuation of system enhancements, increased segregation of duties and growth of headcount in our accounting and finance department and/or increased use of third-party professionals with whom Venu consults regarding complex accounting applications. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting employees and/or external consultants and with enhanced accounting systems and financial close processes. Over the past year, Venu has strengthened its accounting and finance team, implemented enhanced systems, and continued to refine and evaluate the effectiveness of its internal control over financial reporting, and Venu will continue to evaluate its accounting and finance staffing needs and enhance its systems and improvements to its financial reporting processes. However, there can be no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
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PART II
| ITEM 1. | LEGAL PROCEEDINGS. |
From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business.
On January 21, 2026, certain of the Company’s subsidiaries were named as defendants in a lawsuit filed in the El Paso County District Court of Colorado by plaintiffs seeking the abatement and permanent injunction of alleged unlawful noise pollution at Ford Amphitheater based on allegations that the venue emits unlawful noise pollution in violation of state law. Bailey. v. Notes CS I, DST, No. 2026CV30179 (El Paso Cnty. Dist. Ct. filed Jan. 21, 2026). On March 2, 2026, the subsidiary defendants filed a motion to dismiss the lawsuit, asserting that the plaintiffs’ complaint fails to measure noise in accordance with applicable state law. The defendant subsidiaries intend to vigorously defend against all claims.
Otherwise, we are not currently engaged in any legal proceedings that are expected, individually or in aggregate, to have a material adverse impact on our financial position or results of operations.
| ITEM 1A. | RISK FACTORS. |
As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Unregistered Sales of Equity Securities
No securities were sold during or subsequent to the quarter ended March 31, 2026 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were not previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 or a Current Report on Form 8-K or a Quarterly Report on Form 10-Q filed by the Company with the SEC.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
Not applicable.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
Insider Trading Arrangements
During
the quarter ended March 31, 2026, none of the Company’s directors or officers
Leak-Out Agreements
As previously disclosed, our officers, directors, and certain other shareholders have entered into agreements that contractually restrict their ability to sell or transfer a portion of their shares during the first three-year period in which our Common Stock is listed on a national stock exchange or otherwise publicly quoted on the OTC. With respect to non-affiliates who are subject to similar contractual leak-out restrictions, in most cases such persons are, absent a waiver from the Company, prohibited from selling or transferring greater than 10% of their shares in any twelve-month period through November 25, 2027.
Of the 59,351,055 shares of Common Stock that are issued and outstanding as of May 15, 2026:
| ■ | approximately 34,095,689 are freely tradable in the public market without restriction on transfer or subject to contractual “leak-out” restrictions or limitations. | |
| ■ | 25,255,366 are subject to “leak-out” restrictions, of which 3,208,885 are to be released of these restrictions on November 25, 2026; 22,042,981 are to be released of these restrictions on November 25, 2027; and 3,500 are scheduled released of these restrictions on November 25, 2028. |
Of the aggregate of 15,244,800 shares beneficially owned by our officers and directors as of May 15, 2026:
| ■ | 7,524,478 shares are subject to “leak-out” restrictions, of which 941,481 are to be released of these restrictions on November 25, 2026; and 6,582,997 are to be released of these restrictions on November 25, 2027. | |
| ■ | 7,720,322 are not subject to the “leak-out” restrictions. |
These leak-out restrictions terminate if, at any time before May 15, 2026, the closing sales price of the Company’s Common Stock is at or above $25 for ten consecutive trading days.
Following the restrictive periods set forth in the agreements described above, and assuming that no parties are released from these agreements and that there is no extension of the restricted period, shares of our Common Stock will be eligible for sale in the public market in compliance with Rule 144 or another exemption under the Securities Act.
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| ITEM 6. | EXHIBITS. |
* Filed electronically herewith.
| 54 |
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 thereunto duly authorized.
Venu Holding Corporation
| ||
| Date: May 15, 2026 | By: | /s/ JW Roth |
| JW Roth | ||
| Chief Executive Officer and Chairman | ||
| Date: May 15, 2026 | By: | /s/ Heather Atkinson |
| Chief Financial Officer | ||
| 55 |
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, JW Roth, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Venu Holding Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report. |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 15, 2026
| /s/ JW Roth | |
| JW Roth | |
| Chief Executive Officer and Chairman | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Heather Atkinson, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Venu Holding Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report. |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 15, 2026
| /s/ Heather Atkinson | |
| Heather Atkinson | |
| Chief Financial Officer, Secretary, Treasurer, and Director | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Venu Holding Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, JW Roth, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: May 15, 2026
| /s/ JW Roth | |
| JW Roth | |
| Chief Executive Officer and Chairman | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Venu Holding Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heather Atkinson, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 15, 2026
| /s/ Heather Atkinson | |
| Heather Atkinson | |
| Chief Financial Officer, Secretary, Treasurer, and Director | |
| (Principal Financial and Accounting Officer) |