VENU 8-K
Venu Holding Corp (VENU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 13, 2025 (the “Effective Date”), Venu Holding Corporation (the “Company”) entered into a Series A Preferred Stock Purchase Agreement (the “SPA”) with FL101, Inc., a Delaware corporation, doing business as EIGHT Brewing (“FL101”), which is a food and beverage company that creates curated lifestyle brands, including the EIGHT beer brand. Pursuant to the SPA, the Company was issued 1,487,099 shares of FL101’s preferred stock, par value $0.00001 per share (the “Preferred Stock”), designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), in exchange for its payment to FL101 of an aggregate purchase price of $1,999,999.45. The Preferred Stock has the powers, preferences, and special rights set forth in the Restated Certificate of Incorporation of FL101, including a liquidation preference, protective provisions, anti-dilution protections, and conversion rights in favor of the holders of the Preferred Stock. The SPA required FL101 and each purchaser to make or satisfy certain customary representations, warranties, and conditions precedent prior to engaging in the purchase and sale of Preferred Stock under the SPA.
In connection with the Company’s purchase of Series A Preferred Stock and entry into the SPA, the Company also entered into the Amended and Restated Shareholders’ Agreement of FL101 (the “Shareholders’ Agreement”) on the Effective Date. The Shareholders’ Agreement sets forth certain governance matters and other certain rights and restrictions that purchasers of FL101’s Preferred Stock are subject to. Those rights and restrictions relate to, and set forth conditions with respect to, among other things, restrictions on the transfer of shares of Preferred Stock, the circumstances under which holders may have a right of first refusal on potential future stock sales by other FL101 stockholders, tag-along and drag-along rights and conditions, participation rights in future offerings FL101 may engage in, and information and inspection rights. In the Shareholders’ Agreement, the parties made various customary representations and warranties to the other parties and agreed to certain covenants.
The foregoing description of each of the SPA and the Shareholders’ Agreement is not complete and is qualified in its entirety by reference to each of the complete documents, a copy of which, if deemed required, will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, or the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
| Item 8.01 | Other Events. |
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 (“The Sunset McKinney”), pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) that the Company previously entered into with the City of McKinney, Texas (“McKinney”), 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 $35,000,000 (the “McKinney Purchase Price”), which was paid on the Closing Date in the form of $10,000,000 in cash and $25,000,000 represented by a secured promissory note to MEDC (the “McKinney Note”), which bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract (the “McKinney Deed of Trust”), and is personally guaranteed by the Company’s Chairman and a third-party shareholder of the Company (the “McKinney Guaranty”). If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MCDC 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.
The Company anticipates that construction of The Sunset McKinney will begin in February 2025, with the amphitheater expected to be concert-ready in the second quarter of 2026. The McKinney Agreement and the Company’s plans for developing The Sunset McKinney are discussed in more detail in the Company’s previous filings with the Securities and Exchange Commission, including the Company’s final prospectus on Form 424B4 dated November 27, 2024, and filed in connection with its initial public offering.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover 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: January 17, 2025 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman |