8-K
Venu Holding Corp (VENU)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 31, 2026
VENU
HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Colorado | 001-42422 | 82-0890721 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1755 Telstar Drive, Suite 501<br><br> <br>Colorado Springs, Colorado | 80920 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (719) 895-5483
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $.001 per share | VENU | NYSE<br> AMERICAN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 31, 2026, Venu Holding Corporation (the “Company”) issued a press release summarizing its year-end 2025 financial and operating results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. Any materials accompanying the earnings call, together with a webcast replay, have been posted on the Company’s website. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference to such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated March 31, 2026 |
| 104 | Cover<br> page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VENU HOLDING CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated: April 1, 2026 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman |
Exhibit 99.1
VenuHolding Corporation Reports Its
Annual2025 and Fourth Quarter Results
Totalassets increased to $370.5 million, up 108% or $192.1 million, from year-end 2024
COLORADOSPRINGS, CO – March 31, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), the visionary owner, operator, and developer of premium live entertainment destinations, announced today results for its fourth quarter and fiscal year ended December 31, 2025
“From the very beginning, we made a commitment,” said JW Roth Founder, Chairman, and CEO of VENU “To build something that would stand the test of time, perform at the highest level, and deliver value that speaks for itself. Today, we are doing exactly that.
The numbers tell the story. Our balance sheet has grown from $83 million to over $370 million in total assets in just 24 months. An independent appraisal of our completed and in development portfolio came in at $1.24 billion on an as completed basis (1). This is a business grounded in tangible assets, measured expansion, and thoughtful capital deployment. Patient capital wins. And we are building this for the long game.
We know the market has been noisy. That is what early stages can look like for companies doing what we are doing. But here is what does not lie: steel went up in McKinney and Tulsa. Tulsa is targeted to open Fall 2026 and McKinney shortly after in Q1 2027. We opened our Sunset Hospitality Collection, the most sophisticated hospitality complex in our history. Luxe FireSuite^TM^ sales broke records again, and our triple net model, which barely existed at the start of 2025, already accounts for 25% of total sales. The market didn’t just respond. It leaned in.
The live entertainment industry is evolving fast, and we are positioned to capitalize with residencies, immersive experiences, and AI-driven activations. The most profitable opportunities are going to the venues built to hold all of it. Our more than music strategy is not a pivot. It is how we stay ten steps ahead.
We grew our team with people who have seen what winning looks like and chose VENU anyway. World-class artists and athletes are becoming shareholders. Municipalities are knocking. And just this week we added an executive from MSG Entertainment and Sphere, because where we are going demands that level of firepower.
2026 is already proving the point. PepsiCo signed on as our official beverage partner. Ford Amphitheater made Billboard’s 2026 Top Music Venues list. Roth’s Sea & Steak was recognized among the best wine programs in the Americas. And remember, our most recent capital raise closed during one of the most volatile market stretches in recent memory. That is conviction.
The people paying attention right now are going to look back on this moment. The venues are coming. The content is evolving. The model is proven. The market is hungry. And we are just getting to the good part.”
FinancialHighlights for the Fourth Quarter and Full Year Ended December 31, 2025
| ● | Total<br> assets grew to $370.5 million as of December 31, 2025, up $192.1 million or 108% from $178.4<br> million at December 31, 2024. |
|---|---|
| ○ | It<br> is worth noting that several of our municipality developments sit at zero cost basis on our<br> balance sheet rather than market to market value as they are contributed assets. An as-completed<br> basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio<br> will actually be worth (1). |
| --- | --- |
| ● | Property<br> and equipment increased to $305.9 million as of December 31, 2025, up 123% from $137.2 million<br> at December 31, 2024. |
| --- | --- |
| ● | Luxe<br> FireSuite^TM^ and Aikman Club sales reached $126.1 million for the full year ended<br> December 31, 2025, representing a 62% increase over the $77.7 million generated in fiscal<br> year 2024. |
| ● | Luxe<br> FireSuite^TM^ sales through the Company’s triple net real estate leaseback<br> model, launched in early 2025, accounted for approximately 25% of total Luxe FireSuite^TM^<br> sales for the year, establishing the program as a rapidly emerging flagship ownership pathway. |
| ● | Total<br> revenue of $17.9 million for the full year ended December 31, 2025, compared to $17.8 million<br> for the full year ended December 31, 2024. |
| ● | The<br> Company completed a $14 million sale leaseback of its Colorado Spring parking property in<br> the fourth quarter of 2025 with a related party, generating a development profit of $6.6<br> million reflecting in the gain on sale of property in operating profits. |
Operationaland Strategic Highlights for Q4 2025 and the Full Year 2025:
VenueDevelopment
| ● | Structural<br> steel rose at both Sunset Amphitheater McKinney, TX (20,000-seat, in the Dallas market) and<br> Sunset Amphitheater Broken Arrow, OK. Subsequent to year end, the 134,000 square foot canopy<br> roof was completed at Broken Arrow, bringing the 12,500-capacity venue on track for a fall<br> 2026 opening, with shows expected to go on sale within the next six to eight weeks. |
|---|---|
| ● | Entered<br> into a letter of intent to develop a multi-season entertainment destination planned for Webster,<br> Texas in the Greater Houston MSA, marking VENU’s entry into one of the nation’s<br> largest and fastest-growing markets. |
| ● | Announced<br> a planned expansion to Centennial, Colorado with a new property acquisition, bringing VENU’s<br> indoor venue brand to the Denver metro market. The first brand in VENU’s portfolio<br> to feature an indoor Luxe FireSuite^TM^ model. Later, closing on the property in<br> February of 2026 and expecting construction to begin in the coming months. |
| ● | Finalized<br> land acquisition and launched Luxe FireSuite^TM^ sales for the 12,500 seat Sunset<br> Amphitheater El Paso, TX, backed by an expanded public private partnership with the City<br> of El Paso. The City Council approved an expanded agreement, and the official groundbreaking<br> ceremony was held in November 2025. |
Content& Experience Innovation
| ● | Launched<br> an omni content strategy across VENU’s venue portfolio, intending to expand programming<br> beyond traditional concerts to include residencies, AI productions, high end tribute experiences,<br> theatrical productions, and original in- house shows designed to drive year-round venue utilization<br> and fan engagement. |
|---|---|
| ● | Opened<br> the Sunset Hospitality Collection at the Colorado Springs campus in November 2025, anchored<br> by Roth’s Sea & Steak, Brohan’s cocktail lounge, and four luxury private<br> event spaces, representing the Company’s largest and most premium year-round hospitality<br> destination to date. |
| ● | Selected<br> Tixr as the official ticketing and integrated commerce partner across four of VENU’s<br> premium indoor music halls, backed by a capital commitment from Tixr into VENU, bringing<br> a modern unified platform that elevates the fan experience from purchase to arrival. |
| ● | Formed<br> an industry alliance with Billboard, co-launching the inaugural ‘Disruptor Award’<br> at the Billboard Live Music Summit in Los Angeles, with the debut honor presented to Khalid<br> by J.W. Roth and later awarding to PlaqueBoy Max in January of 2026 at Billboard’s<br> Power 100 during the biggest week in music. |
LuxeFireSuite^TM^ & Capital Innovation
| ● | Delivered<br> full year Luxe FireSuite^TM^ and Aikman Club sales of $126.1 million, establishing<br> a new annual record and reflecting 62% growth over 2024’s record setting $77.7 million. |
|---|---|
| ○ | Posted<br> $17.1 million in March of 2025 Luxe FireSuite^TM^ sales alone, a single month record<br> at the time, followed by $23 million in sales over a record breaking 60-day window later<br> in the year. |
| --- | --- |
| ● | The<br> triple net real estate leaseback structure, introduced in mid-2025, surpassed early forecasts<br> and accounted for approximately 25% of annual Luxe FireSuite^TM^ sales. Demand moved<br> so fast we launched a dedicated national campaign to meet it, all while retaining premium<br> ticket inventory for ongoing revenue generation. |
| --- | --- |
| ● | Completed<br> a $30 million public offering in August 2025. |
Team& Leadership
| ● | Expanded<br> the executive team in 2025 with the additions of Vic Sutter as EVP of Operations and Tommy<br> Ginoza to lead live entertainment programming, while promoting Terri Liebler to President<br> of Growth and Strategy. Subsequent to year end, Vic Sutter was promoted to Chief Operating<br> Officer and Will Hodgson was elevated to President of VENU. |
|---|---|
| ● | Rounding<br> out its executive bench in early 2026, VENU added Sarah Rothschild as Senior Vice President<br> of Strategic Finance and Investor Relations whose career spans MSG Entertainment and Sphere,<br> two of the most recognized names in premium live entertainment. |
| ● | J.W.<br> Roth was accepted into the Forbes Business Council, joined Newsmax, Bloomberg TV, Schwab<br> Network, and Cheddar for live national interviews, was named to Billboard’s 2025 Touring<br> Power Players List, and received his second consecutive VenuesNow All Stars designation. |
MarketRecognition & Brand
| ● | Rang<br> the NYSE Opening Bell in January 2025, celebrating VENU’s fan founded, fan owned mission<br> on the national stage. |
|---|---|
| ● | Welcomed<br> global artists Niall Horan and Dierks Bentley as VENU shareholders and founding advisory<br> council members, validation from the artist community of VENU’s model and vision. |
| ● | Formed<br> a three-year industry alliance with Billboard, the global music authority, co-launching the<br> inaugural ‘Disruptor Award’ to celebrate artists and innovators pushing the music<br> industry forward |
| --- | --- |
| ● | Aramark<br> Sports + Entertainment, which first partnered with VENU in June 2025 with an equity investment,<br> expanded the relationship in early 2026 to cover five of our premium venues and made an additional<br> equity investment, a powerful signal of continued conviction in our growth. |
| ● | Partnered<br> with Boston Common Golf, the star-studded TGL team featuring Rory McIlroy, Keegan Bradley,<br> Adam Scott, and Hideki Matsuyama, uniting two brands built around next generation fan engagement<br> and immersive entertainment experiences. |
| ● | In<br> 2025, the VENU story has been covered by some of the most respected names in business and<br> entertainment media, with features in Billboard, Bloomberg, Newsmax, Cheddar, Pollstar, 5280<br> Magazine, and more. J.W. Roth was featured on the cover of Pollstar Magazine and profiled<br> in 5280 Magazine. |
SubsequentEvents: January through March 2026
| ● | Closed<br> an $86.25 million capital raise in March 2026, significantly strengthening the Company’s<br> balance sheet, reinforcing its minimal debt strategy, and fueling national expansion. The<br> raise was completed during a period of significant broader market volatility, reflecting<br> strong institutional and retail investor conviction in VENU’s long term growth strategy. |
|---|---|
| ● | Named<br> PepsiCo as the Official Beverage Partner of VENU’s Sunset Amphitheater portfolio in<br> March 2026, with additional venues to follow as VENU expands nationwide. |
| ● | Ford<br> Amphitheater was named to Billboard’s 2026 Top Music Venues List, recognized as the<br> Top West Coast Amphitheater alongside Sphere in Las Vegas, O2 Arena in London, and Allegiant<br> Stadium, a powerful validation of VENU’s premium venue standard heading into a strong<br> 2026 concert season. |
| ● | Roth’s<br> Sea & Steak was recognized among the best wine programs in the Americas, receiving a<br> Silver Star in the Best Newcomer category and a Bronze Star in the Best Medium Sized List<br> category at the Star Wine List of the Year 2026 International Open, further establishing<br> the Sunset Hospitality Collection as a world-class dining destination. |
| ● | Aligned<br> with Dimensional Innovations, the experiential design firm behind Intuit Dome and Mercedes<br> Benz Stadium, further elevating the premium design standard across VENU’s venue portfolio. |
ConferenceCall Details
| Tuesday,<br> March 31, 2026, at 4:30 p.m. Eastern Time | |
|---|---|
| USA/Canada<br> Toll-Free Dial-In Number: | (800)<br> 715-9871 |
| International<br> Toll Dial-In Number: | +1<br> (646) 307-1963 |
| Conference<br> ID: 9521412 | |
| Conference<br> Call Replay - available through March 31, 2027, at https://investors.venu.live |
Source:Venu Holding Corporation
AboutVenu Holding Corporation
Venu Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, Tixr, Niall Horan, and Dierks Bentley. VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.
ForwardLooking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because of new information, future events or otherwise, except as required by law.
(1)Appraisal Disclosures
These appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties, as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal for the Colorado Springs campus includes a 5.5-acre parking lot that was later sold through a sale-leaseback transaction in November 2025 for $14 million. At the time of the original appraisal, that parcel was valued at $9.2 million. It is important to understand that the appraisal of VENU’s properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or other review procedures by our outside independent accountants.
The opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.
Contacts
VENU Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live
VENU HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in US Dollars)
| December 31, | |||||
| 2024 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 41,306,358 | $ | 37,969,454 | ||
| Inventories | 474,467 | 225,283 | |||
| Prepaid expenses and other current assets | 2,546,523 | 850,951 | |||
| Total current assets | 44,327,348 | 39,045,688 | |||
| Other assets | |||||
| Property and equipment, net | 305,947,277 | 137,215,936 | |||
| Intangible assets, net | 144,558 | 211,276 | |||
| Operating lease right-of-use assets, net | 17,397,009 | 1,351,600 | |||
| Investment in EIGHT Brewing | 1,999,999 | - | |||
| Investment in related parties | 555,262 | 550,000 | |||
| Security and other deposits | 183,582 | 43,015 | |||
| Total other assets | 326,227,687 | 139,371,827 | |||
| Total assets | 370,555,035 | $ | 178,417,515 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 25,129,485 | $ | 7,283,033 | ||
| Accrued expenses | 27,847,751 | 3,556,819 | |||
| Accrued payroll and payroll taxes | 577,360 | 262,387 | |||
| Deferred revenue | 1,542,564 | 1,528,159 | |||
| Current portion of convertible debt | - | 9,433,313 | |||
| Current portion of operating lease liabilities | 605,261 | 364,244 | |||
| Current portion licensing liability | 223,333 | - | |||
| Current portion NNN firesuite liability | 1,026,300 | - | |||
| Current portion of long-term debt | 400,108 | 2,101,501 | |||
| Total current liabilities | 57,352,162 | 24,529,456 | |||
| Long-term portion of operating lease liabilities | 16,886,027 | 1,020,604 | |||
| Long-term licensing liability and other liabilities | 8,951,600 | 7,950,000 | |||
| Long-term convertible debt | 1,907,530 | - | |||
| Long-term NNN firesuite liability | 30,038,214 | - | |||
| Long-term debt, net of current portion | 56,568,151 | 14,100,217 | |||
| Total liabilities | 171,703,684 | $ | 47,600,277 | ||
| Commitments and contingencies - See Note 16 | |||||
| Mezzanine Equity | |||||
| Contingently Redeemable Convertible Cumulative Series B Preferred Stock, 0.001<br> par - 1,342 authorized, 675 issued and outstanding at December 31, 2025 and 0 authorized, issued and outstanding at December 31,<br> 2024 | 10,125,000 | $ | - | ||
| Stockholders’ Equity | |||||
| Common stock, 0.001 par - 144,000,000 authorized, 42,860,764 issued and outstanding<br> at December 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024 | 42,961 | 37,472 | |||
| Class B common stock, 0.001 par - 1,000,000 authorized, 304,990 issued and outstanding<br> at December 31, 2025 and 379,990 issued and outstanding at December 31, 2024 | 304 | 379 | |||
| Additional paid-in capital | 222,052,687 | 144,546,368 | |||
| Accumulated deficit | (91,454,930 | ) | (47,361,208 | ) | |
| 130,641,022 | $ | 97,223,011 | |||
| Treasury Stock, at cost - 752,435 shares at December 31,<br> 2025 and 276,245 shares at December 31, 2024 | (7,899,600 | ) | (1,500,076 | ) | |
| Total Venu Holding Corporation and subsidiaries equity | 122,741,422 | $ | 95,722,935 | ||
| Non-controlling interest | 65,984,929 | 35,094,303 | |||
| Total stockholders’ equity | 188,726,351 | $ | 130,817,238 | ||
| Total liabilities and stockholders’<br> equity | 370,555,035 | $ | 178,417,515 |
All values are in US Dollars.
VENU HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in US Dollars)
| 2024 | |||||
| Revenues | |||||
| Restaurant<br> including food and beverage revenue, net | 9,773,696 | $ | 10,828,972 | ||
| Event<br> center ticket and fees revenue, net | 6,045,286 | 4,648,478 | |||
| Rental<br> and sponsorship revenue, net | 2,078,064 | 2,356,933 | |||
| Total<br> revenues, net | 17,897,046 | $ | 17,834,383 | ||
| Operating<br> costs | |||||
| Food<br> and beverage | 2,379,204 | 2,409,133 | |||
| Event<br> center | 3,575,159 | 2,554,606 | |||
| Labor | 4,658,088 | 4,383,505 | |||
| Rent | 1,838,238 | 1,361,787 | |||
| General<br> and administrative | 36,954,414 | 18,832,115 | |||
| Equity<br> compensation | 15,345,687 | 12,015,133 | |||
| Depreciation<br> and amortization | 6,177,692 | 3,656,229 | |||
| Total<br> operating costs | 70,928,482 | $ | 45,212,508 | ||
| Gain<br> on sale of property (6,608,315 gain from related party transaction) | 6,896,983 | - | |||
| Loss<br> from operations | (46,134,453 | ) | $ | (27,378,125 | ) |
| Other<br> income (expense), net | |||||
| Interest<br> expense, net | (4,582,602 | ) | (3,201,230 | ) | |
| Other<br> expense | (199,168 | ) | (2,500,006 | ) | |
| Other<br> income | 135,000 | 130,387 | |||
| Total<br> other income (expense), net | (4,646,770 | ) | (5,570,849 | ) | |
| Net<br> loss | (50,781,223 | ) | $ | (32,948,974 | ) |
| Net<br> loss attributable to non-controlling interests | (6,687,501 | ) | (2,609,219 | ) | |
| Net<br> loss attributable to Venu | (44,093,722 | ) | (30,339,755 | ) | |
| Preferred<br> stock dividend | 223,875 | - | |||
| Net<br> loss attributable to common stockholders | (44,317,597 | ) | $ | (30,339,755 | ) |
| Weighted<br> average number of shares of Class B common stock, outstanding, basic and diluted | 363,552 | 724,629 | |||
| Basic<br> and diluted net loss per share of Class B common stock | (1.10 | ) | $ | (0.86 | ) |
| Weighted<br> average number of shares of Class C common stock, outstanding, basic and diluted | - | 6,758,034 | |||
| Basic<br> and diluted net loss per share of Class C common stock | - | $ | (0.86 | ) | |
| Weighted<br> average number of shares of Class D common stock, outstanding, basic and diluted | - | 16,319,014 | |||
| Basic<br> and diluted net loss per share of Class D common stock | - | $ | (0.86 | ) | |
| Weighted<br> average number of shares of Common stock, outstanding, basic and diluted | 39,981,214 | 11,642,944 | |||
| Basic<br> and diluted net loss per share of Common stock | (1.10 | ) | $ | (0.86 | ) |
All values are in US Dollars.
VENU HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
| 2024 | |||||
| Net loss | (50,781,223 | ) | $ | (32,948,974 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
| Gain on sale of property (6,608,315 gain from related party transaction) | (6,896,983 | ) | - | ||
| Equity issued for interest on debt | 1,168,304 | 766,920 | |||
| Equity based compensation | 15,067,787 | 12,015,133 | |||
| Equity issued for services | 277,900 | - | |||
| Amortization of debt discount | 916,681 | 2,917,989 | |||
| Noncash lease expense | 532,187 | 498,808 | |||
| Depreciation and amortization | 6,177,692 | 3,656,229 | |||
| Noncash financing expense | - | 2,500,000 | |||
| Project abandonment loss | - | 668,403 | |||
| Noncash interest and debt discount | 275,514 | - | |||
| Changes in operating assets and liabilities: | |||||
| Inventories | (249,184 | ) | (39,537 | ) | |
| Prepaid expenses and other current assets | (1,695,572 | ) | (641,736 | ) | |
| Security and other deposits | (140,567 | ) | 332,889 | ||
| Accounts payable | 17,846,452 | 4,694,025 | |||
| Accrued expenses | 24,067,057 | 2,858,450 | |||
| Accrued payroll and payroll taxes | 314,973 | (69,070 | ) | ||
| Deferred revenue | 14,405 | 764,078 | |||
| Operating lease liabilities | (471,156 | ) | (465,890 | ) | |
| Licensing liability | 1,224,933 | 6,250,000 | |||
| Net cash provided by operating activities | 7,649,200 | 3,757,717 | |||
| Cash flows from investing activities | |||||
| Purchase of property and equipment | (141,655,251 | ) | (72,483,650 | ) | |
| Investment in EIGHT Brewing | (1,999,999 | ) | - | ||
| Investment in related party | (5,262 | ) | - | ||
| Proceeds from sale of 13141 BP | 2,627,990 | - | |||
| Proceeds from gain on sale of property - related party | 7,600,000 | - | |||
| Net cash acquired from acquisition of 13141 BP | - | 74,085 | |||
| Net cash used in investing activities | (133,432,522 | ) | (72,409,565 | ) | |
| Cash flows from financing activities | |||||
| Receipt of convertible promissory note | 18,000,000 | - | |||
| Receipt of short-term promissory note | - | (10,000 | ) | ||
| Proceeds from NNN firesuite liability | 30,789,000 | - | |||
| Proceeds from municipality promissory note | - | 6,200,000 | |||
| Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series<br> B Preferred Stock | 10,125,000 | - | |||
| Proceeds from issuance of shares | 33,074,101 | 31,960,250 | |||
| IPO issued | - | 12,654,100 | |||
| Proceeds from exercise of warrants | 345,100 | 52 | |||
| Proceeds from sale of non-controlling interest equity | 42,046,443 | 38,463,367 | |||
| Acquisition of treasury stock | - | (1,500,000 | ) | ||
| Principal payments on long-term debt | (382,750 | ) | (313,136 | ) | |
| Payment of promissory note | (2,000,000 | ) | - | ||
| Payment for personal guarantee on convertible debt | - | (100,000 | ) | ||
| Distributions to non-controlling shareholders | (2,876,668 | ) | (934,435 | ) | |
| Net cash provided by financing activities | 129,120,226 | 86,420,198 | |||
| Net increase in cash and cash equivalents | 3,336,904 | 17,768,350 | |||
| Cash and cash equivalents, beginning | 37,969,454 | 20,201,104 | |||
| Cash and cash equivalents, ending | 41,306,358 | $ | 37,969,454 | ||
| Supplemental disclosure of non-cash operating, investing and financing activities: | |||||
| Cash paid for interest | 621,391 | $ | 406,483 | ||
| Cash paid for income taxes | - | $ | - | ||
| Property acquired via promissory note | 42,918,071 | $ | - | ||
| Right-of-Use Assets obtained in exchange for operating lease liabilities | 16,498,944 | $ | 471,476 | ||
| Conversion of convertible debt and interest to common equity | 25,000,318 | $ | - | ||
| Debt discounts - warrants | 1,210,926 | $ | 3,000,140 | ||
| Accrued preferred stock dividends | 223,875 | $ | - | ||
| Acquisition of treasury stock from sale of property - related party | 6,400,000 | $ | - | ||
| Property acquired via convertible debt | - | $ | 10,000,000 | ||
| Property acquired via short-term promissory note | - | $ | 2,000,000 | ||
| Land returned in exchange for termination of promissory note payable | - | $ | 3,267,000 | ||
| Debt discount - suite granted to lender | - | $ | 200,000 | ||
| Equity issued for origination fee | - | $ | 100,000 |
All values are in US Dollars.