8-K

Venu Holding Corp (VENU)

8-K 2025-08-15 For: 2025-08-14
View Original
Added on April 06, 2026

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): August 14, 2025

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

NotApplicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of Each Class Trading<br> Symbol Name<br> of Each Exchange on Which Registered
Common<br> Stock, par value $.001 per share VENU NYSE<br> AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. ****

On August 14, 2025, Venu Holding Corporation (the “Company”) issued a press release summarizing its second quarter 2025 and half year 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No. Description
99.1 Press Release dated August 14, 2025
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:<br>August 15, 2025 By: /s/ J.W. Roth
J.W.<br>Roth
Chief<br>Executive Officer and Chairman

Exhibit99.1

VenuHolding Corporation Reports Second Quarter 2025 Financial Results

Totalassets increased to $242.0 million, up 36% or $63.6 million, from year-end 2024

ColoradoSprings, CO- August 14, 2025- (BUSINESS WIRE) Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer, owner, and operator of upscale live music venues and premium hospitality destinations, announced today its second quarter and six months results for the period ended June 30, 2025.

“This quarter was about execution and acceleration,” said J.W. Roth, Founder, Chairman & CEO of VENU.

“Our pipeline is roaring.” Roth continued. “We’re in conversations with 38 municipalities nationwide that are interested in seeing VENU within their community. We broke ground on our 20,000-seat year-round Sunset Amphitheater in McKinney and advanced key projects across Colorado, Oklahoma, and Texas. We are well on our way to opening three new outdoor amphitheaters in 2026 and one new indoor entertainment campus, with potentially four more in 2027.”

“Our capital strategy is equally robust. We’ve engaged Texas Capital Securities on private debt financing options intended to accelerate amphitheater construction, with expected total commitments of approximately $200 million. Demand for VENU’s long-term, income-producing Luxe FireSuite fractional ownerships is unlike anything we’ve seen before. Our triple-net real estate lease program, launched in May with Sands Investment Group, has exceeded our expectations. For a brand-new asset class, the reception has been phenomenal. We’ve already surpassed record FireSuite sales, and with projections pushing toward our goal of $200 million, it’s clear we’re building something that’s changing the game.”

“Here’s the deal: VENU is changing the live entertainment industry forever. From expanding our partnership with Aramark Sports + Entertainment to making waves with our Billboard announcement, every move is part of a bigger play. Behind the scenes, we are stacking our roster, scaling smarter, forging game-changing alliances, developing next-gen revenue models, and doing whatever it takes. What’s coming next will shatter expectations and redefine the industry as we know it. Here we go!”

FinancialHighlights for the Second Quarter of 2025 and the Six-Month Period Ended June 30, 2025


Total<br> assets increased to $242.0 million, up $63.6 million or 36%, as of June 30, 2025, from $178.4<br> million at December 31, 2024.
Property<br> and equipment increased to $199.2 million, up $62.0 million or 45%, as of June 30, 2025,<br> from $137.2 million at December 31, 2024.
--- ---
Luxe<br> FireSuite and Aikman Club sales reached $61.3 million through June 30, 2025, up $15.5 million<br> or 34%, from $45.8 million from June 30, 2024. This included sales of Luxe FireSuites through<br> traditional cash sales, fractional financing, and the start of triple-net lease interests<br> in FireSuites, as well.
--- ---
Total<br> revenue of $4,487,307 rose 7% or $312,069 for the three months ended June 30, 2025 compared<br> to the three months ended June 30, 2024 of $4,175,238. The overall increase in the three<br> months ended June 30, 2025 was primarily attributable to Ford Amphitheater being open in<br> the three months ended June 30, 2025 compared to not yet being open for the three months<br> ended June 30 2024.
--- ---
Amphitheater<br> operations generated net revenue to Venu (defined as profit after Venu’s split with<br> AEG Presents Rocky Mountains, the operator of the amphitheater), with receipts from our naming<br> rights agreements (which are outside of Venu’s AEG partnership agreement), combined<br> for $597,712 for the three months ended June 30, 2025.
--- ---
Over<br> the 2025 season of 10 shows at Ford Amphitheater through June 30, 2025, this location generated<br> gross receipts of $4.7 million. These gross receipts, which are inclusive of ticket sales,<br> concessions, ticketing fees, premium upgrades, as well as other receipts, are subject to<br> the split with AEG.
--- ---
The<br> Ford Amphitheater had more than 35,000 attendees for the first 10 shows through June 30,<br> 2025, with an average ticket price of $135.
--- ---

OperationalHighlights for Q2 and Subsequent Events:


May<br> 2025
Kicked<br> off the first full season of the Pollstar-nominated Ford Amphitheater in Colorado Springs,<br> CO, completing the first 10 shows on the path to a full calendar outdoor concert season.
--- ---
June<br> 2025
--- ---
In<br> partnership with the City of McKinney, the McKinney Economic Development Corporation, and<br> the McKinney Community Development Corporation, held a grand groundbreaking ceremony for<br> the ultra-lux 20,000-seat Sunset Amphitheater powered by EIGHT Elite Light Beer, marking<br> a new area for live music in North Texas. The event featured a legendary song swap from some<br> of Texas’s most beloved singer-songwriters, Robert Earl Keen and Turnpike Troubadours’<br> Evan Felker
--- ---
Announced<br> a three-year industry alliance with global music authority, Billboard, to spotlight our fan-founded,<br> fan-owned model through high-profile collaborative industry experiences. At the forefront<br> of the partnership is the newly minted ‘Disruptor Award,’ presented by VENU to<br> honor artists, creators, and industry leaders with bold ideas shaping the future of music,<br> inspired by VENU Founder, Chairman, and CEO, J.W. Roth.
Formed<br> a multi-venue partnership, including an equity investment in VENU with Aramark Sports + Entertainment,<br> to deliver a market-leading standard for guest experiences across flagship amphitheaters<br> in Oklahoma, Texas, and Colorado. Under the agreement, Aramark will provide food and beverage,<br> retail, and facilities management services, enhancing VENU’s signature premium fan-first<br> offerings such as Luxe FireSuites and the members-only Aikman and Owners’ Clubs.
July<br> 2025
--- ---
Appointed<br> Texas Capital Securities as exclusive financial advisor to arrange approximately $200 million<br> in potential private capital debt financing intended to accelerate amphitheater construction<br> in Texas and Oklahoma. Supporting a significant backlog of Luxe Firesuite receivables, having<br> sold more than $75 million in 2024, and expected to reach $200 million outside of triple-net<br> (NNN) real estate lease opportunities in 2025.
--- ---
As<br> announced back in May, VENU’s partnership with Sands Investment Group to offer triple-net<br> (NNN) real estate lease opportunities for Luxe FireSuites has generated extraordinary demand,<br> surpassing expectations. Based on the early trajectory, the program is projected to deliver<br> more than $100 million in additional annual capital.

ConferenceCall Details

Thursday, August 14, 2025, at 4:30 p.m. Eastern Time
USA/Canada<br> Toll-Free Dial-In Number: (800) 715-9871
International<br> Toll Dial-In Number: +1 (646) 307-1963
Conference ID: 9521412
Conference Call Replay - available through August 14, 2026, at https://investors.venu.live

AboutVenu Holding Corporation


Venu Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality and live music venue developer dedicated to building luxury, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and, unique to Colorado Springs, the more than 9,000-seat Ford Amphitheater and Roth’s Sea and Steak. Expanding with new Sunset Amphitheaters in Oklahoma and Texas, VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the live entertainment experience. Click here for company overview.

VENU has been recognized nationally by The Wall Street Journal, The New York Times, Denver Post, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents and NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, 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 the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the Company’s filings and reports with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts


MediaRelations - Venu Holding Corporation (“VENU”)

Venu@giantnoise.com

InvestorRelations - Venu Holding Corporation (“VENU”)

Chloe Hoeft, choeft@venu.live

VENUHOLDING CORPORATION AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

December 31,
2024
Audited
ASSETS
Current assets
Cash and cash equivalents 37,431,978 $ 37,969,454
Inventories 194,117 225,283
Prepaid expenses and other current assets 1,242,140 850,951
Total current assets 38,868,235 39,045,688
Other assets
Property and equipment, net 199,201,653 137,215,936
Intangible assets, net 177,917 211,276
Operating lease right-of-use assets, net 1,174,192 1,351,600
Investment in EIGHT Brewing 1,999,999 -
Investment in related parties 555,262 550,000
Security and other deposits 68,265 43,015
Total other assets 203,177,288 139,371,827
Total assets 242,045,523 $ 178,417,515
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable 4,501,312 $ 7,283,033
Accrued expenses 6,808,828 3,556,819
Accrued payroll and payroll taxes 156,709 262,387
Deferred revenue 1,888,889 1,528,159
Current portion of convertible debt - 9,433,313
Current portion of operating lease liabilities 363,937 364,244
Current portion licensing liability 223,333 -
Current portion of long-term debt 337,938 2,101,501
Total current liabilities 14,280,946 24,529,456
Long-term portion of operating lease liabilities 842,775 1,020,604
Long-term licensing liability and other liabilities 8,483,056 7,950,000
Long-term convertible debt 2,990,175 -
Long-term debt, net of current portion 41,480,226 14,100,217
Total liabilities 68,077,178 $ 47,600,277
Commitments and contingencies - See Note 14
Mezzanine Equity
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, 0.001 par-675 authorized,675 issued and outstanding at June 30, 2025 10,125,000 $ -
Stockholders’ Equity
Preferred stock, 0.001 par - 5,000,000 authorized, none issued or outstanding - -
Series A Preferred Stock, 0.001 par - 4,750,000 authorized, none issued outstanding at June 30, 2025 - -
Common stock, 0.001 par - 144,000,000 authorized, 40,080,292 issued and<br> outstanding at June 30, 2025 and 37,471,465 issued and outstanding at December 31, 2024 40,080 37,472
Class B common stock, 0.001 par - 1,000,000 authorized, 379,990 issued and<br> outstanding at June 30, 2025 and December 31, 2024 379 379
Additional paid-in capital 168,490,516 144,546,368
Accumulated deficit (76,842,171 ) (47,361,208 )
91,688,804 $ 97,223,011
Treasury Stock, at cost - 276,245 shares at June 30, 2025 and December 31, 2024 (1,500,076 ) (1,500,076 )
Total Venu Holding Corporation and subsidiaries equity 90,188,728 $ 95,722,935
Non-controlling interest 73,654,617 35,094,303
Total stockholders’ equity 163,843,345 $ 130,817,238
Total liabilities and stockholders’ equity 242,045,523 $ 178,417,515

All values are in US Dollars.

VENUHOLDING CORPORATION AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

For the three months ended For the six months ended
June 30, June 30,
2025 2024 2025 2024
Revenues
Restaurant including food and beverage revenue, net $ 2,545,178 $ 2,824,092 $ 4,590,094 $ 5,404,194
Event center ticket and fees revenue, net 1,274,312 1,335,761 2,254,751 2,660,656
Rental and sponsorship revenue, net 667,817 15,385 1,141,621 50,131
Total revenues, net $ 4,487,307 $ 4,175,238 $ 7,986,466 $ 8,114,981
Operating costs
Food and beverage 613,546 643,857 1,111,386 1,248,412
Event center 929,498 700,188 1,653,562 1,291,470
Labor 1,118,884 1,138,564 2,117,831 2,205,962
Rent 409,959 421,678 774,336 642,564
General and administrative 8,463,946 325,473 15,204,257 8,574,962
Equity compensation 1,883,762 4,688,372 13,224,382 10,254,826
Depreciation and amortization 1,374,412 609,329 2,749,776 1,215,793
Total operating costs $ 14,794,007 $ 8,527,461 $ 36,835,530 $ 25,433,989
Loss from operations $ (10,306,700 ) $ (4,352,223 ) $ (28,849,064 ) $ (17,319,008 )
Other income (expense), net
Interest expense (2,008,284 ) (1,150,221 ) (3,058,656 ) (1,555,186 )
Other expense (45,725 ) - (45,725 ) (2,500,000 )
Interest income 24,291 200,779 151,777 226,510
Other income 32,824 32,500 65,324 62,500
Total other expense, net (1,996,894 ) (916,942 ) (2,887,280 ) (3,766,176 )
Net loss $ (12,303,594 ) $ (5,269,165 ) $ (31,736,344 ) $ (21,085,184 )
Net loss attributable to non-controlling interests (886,361 ) (748,066 ) (2,255,381 ) (965,147 )
Preferred stock dividend 16,875 - 16,875 -
Net loss attributable to common stockholders $ (11,400,358 ) $ (4,521,099 ) $ (29,464,088 ) $ (20,120,037 )
Weighted average number of shares of Class B common stock, outstanding, basic and diluted 379,990 383,737 379,990 1,069,348
Basic and diluted net loss per share of Class B common stock $ (0.30 ) $ (0.13 ) $ (0.77 ) $ (0.59 )
Weighted average number of shares of Class C common stock, outstanding, basic and diluted - 64,115 - 13,427,266
Basic and diluted net loss per share of Class C common stock $ - $ (0.13 ) $ - $ (0.59 )
Weighted average number of shares of Class D common stock, outstanding, basic and diluted - 34,901,392 - 19,733,631
Basic and diluted net loss per share of Class D common stock $ - $ (0.13 ) $ - $ (0.59 )
Weighted average number of shares of Common stock, outstanding, basic and diluted 37,984,523 - 37,738,020 -
Basic and diluted net loss per share of Common stock $ (0.30 ) $ - $ (0.77 ) $ -

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

For the six months ended June 30,
2025 2024
Net loss $ (31,736,344 ) $ (21,085,184 )
Adjustments to reconcile net loss to net cash used in operating activities:
Equity issued for interest on debt 291,680 229,400
Equity based compensation 13,024,382 3,255,506
Equity issued for services 277,900 7,000,000
Project abandonment loss - 668,402
Amortization of debt discount 2,332,923 1,134,815
Non cash lease expense 184,741 268,635
Depreciation and amortization 2,749,776 1,215,793
Noncash financing expense - 2,500,000
Non cash interest 496,583 -
Changes in operating assets and liabilities:
Inventories 31,166 (25,922 )
Prepaid expenses and other current assets (391,189 ) (28,097 )
Security deposit (25,250 ) 325,026
Accounts payable (2,781,721 ) 7,829,502
Accrued expenses 3,235,134 (142,528 )
Accrued payroll and payroll taxes (105,678 ) (98,149 )
Deferred revenue 360,730 506,378
Operating lease liabilities (185,469 ) (235,819 )
Licensing liabilities 756,389 2,800,000
Net cash used in operating activities (11,484,247 ) 6,117,758
Cash flows from investing activities
Purchase of property and equipment (37,211,382 ) (31,259,314 )
Investment in EIGHT Brewing (1,999,999 ) -
Investment in related party (5,262 ) -
Cash acquired in acquisition of 13141 BP - 74,085
Net cash used in investing activities (39,216,643 ) (31,185,229 )
Cash flows from financing activities
Proceeds from sale of non-controlling interest equity 24,454,237 22,895,000
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock 10,125,000 -
Distributions to non-controlling shareholders (251,785 ) (271,132 )
Principal payments on long-term debt (164,038 ) (153,001 )
Proceeds from issuance of shares - 25,251,341
Proceeds from exercise of warrants - 52
Payment for personal guarantee on convertible debt - (100,000 )
Payment of promissory note (2,000,000 ) -
Receipt of convertible promissory note 18,000,000 -
Net cash provided by financing activities 50,163,414 47,622,260
Net (decrease) increase in cash and cash equivalents (537,476 ) 22,554,789
Cash and cash equivalents, beginning 37,969,454 20,201,104
Cash and cash equivalents, ending $ 37,431,978 $ 42,755,893
Cash paid for interest $ 230,467 $ 189,992
Supplemental disclosure of non-cash operating, investing and financing activities:
Property acquired via convertible debt $ - $ 10,000,000
Property acquired via promissory note $ 25,000,000 $ -
Conversion of convertible debt and interest to common equity $ 25,000,000 $ -
Debt discounts - warrants $ 1,486,329 $ 3,000,140
Accrued preferred stock dividends $ 16,875 $ -