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): May 15, 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 May 15, 2025, Venu Holding Corporation (the “Company” or “Venu”) issued a press release summarizing its first quarter 2025 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.
| Item 8.01 | Other Events. |
|---|
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 (“The Sunset El Paso”), pursuant to 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”). The parties finalized and executed a Purchase and Sale Agreement on June 24, 2024, and the Chapter 380 Agreement on July 2, 2024. The Chapter 380 Agreement was amended in April 2025. The Purchase and Sale Agreement was amended on August 29, 2024, October 28, 2024, January 27, 2025, and March 3, 2025, in each case to extend the inspection period. Pursuant to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater on the tract of land that the City of El Paso conveyed to Venu at closing.
At the closing the Company paid closing certain closing costs, but, was not obligated to deliver a closing payment to the City of El Paso. In addition to the land conveyance, 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, agreeing to waive certain development related fees, and providing certain annual tax rebates. 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.
In exchange for the land conveyance and incentives package that the City of El Paso provided under the Chapter 380 Agreement, the Company agreed to, among other things: (i) invest at least $100 million in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing The Sunset El Paso; (ii) commence construction of The Sunset El Paso within 90 days following Entitlement; (iii) obtain a “TCO” no later than 36 months after Entitlement; (iv) secure a third-party venue operator to operate The Sunset El Paso for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy; and (v) host a minimum of 40 national-touring events per year. Venu is also subject to various development and certification deadlines. The Chapter 380 Agreement provides for certain remedies if the Company does not meet its obligations under the Chapter 380 Agreement, including that the Company would be obligated to repay certain rebates it received from the City of El Paso pursuant to a recapture schedule in the Chapter 380 Agreement.
The terms of the Definitive El Paso Agreements have been previously disclosed in the Company’s previous filings and reports with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated May 15, 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<br> HOLDING CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated:<br> May 16, 2025 | By: | /s/ J.W. Roth |
| J.W.<br> Roth | ||
| Chief<br> Executive Officer and Chairman |
Exhibit99.1
VenuHolding Corporation Reports First Quarter 2025 Financial Results
Totalassets increased $34,000,000 to over $212,000,000
VENUAccelerates Expansion, Launches New Partnerships, and Strengthens Market Leadership
ColoradoSprings, CO- May 15, 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 first quarter 2025 results for the period ended March 31, 2025.
“We entered 2025 with the pedal to the metal, and Q1 proved what we’ve known all along: our model works, our fans are hungry, and the market is ours to take,” says J.W. Roth Founder, Chairman, and CEO of VENU. “We had our strongest quarter yet in record-setting Luxe FireSuite sales, and a development pipeline that’s firing on all cylinders across Texas, Oklahoma, Colorado, and beyond.
We’re transforming communities, not just with venues, but with full-scale entertainment ecosystems that generate jobs, drive tourism, and deliver unforgettable memories—year-round. From launching our game-changing multi-season amphitheater model to locking in partnerships with Ryan, Connect Partnership Group, and Sands Investment Group, we’ve built an engine designed to scale faster and smarter than anyone in the game.
And the momentum? It’s just getting started. We’re planning to bring a state-of-the art intimate concert hall and restaurant to Centennial, Colorado. We’ve doubled down in El Paso with an increased private investment commitment and an expanded development site. We’re giving investors new ways to own a piece of all that we are building through NNN real estate, and our planned Reg A offering launching in a few weeks. And with industry legends like Vic Sutter and Tom Finke joining our team, our roster has never been stronger.”
Roth continued “VENU is redefining what live entertainment looks like across the nation. So, buckle up—because what’s coming next is bigger, louder, and more world-class than anything this industry has ever seen.”
FirstQuarter 2025 Financial Highlights
| ● | Total<br> assets increased $34,464,672 at 19% to $212,882,187 as of March 31, 2025, up from $178,417,515 at December 31, 2024. |
|---|---|
| ● | Property<br> and equipment increased 33% to $182,906,195 as of March 31, 2025, up from $137,215,936 at December 31, 2024. |
| ● | Luxe<br> FireSuite and Aikman Club sales reached $38.7 million for the three months ended March 31, 2025. |
| ○ | Since<br> launching in late February, Venu’s Luxe FireSuites fractional ownership model—offering suite access at Sunset McKinney<br> and Sunset Broken Arrow with 25% down and 20-year financing, has generated $12.5 million in sales through March 31, 2025, out of<br> the $38.7 million total offering. |
| --- | --- |
OperationalHighlights for Q1 and Subsequent Events:
| ● | Launched<br> a transformative multi-season venue configuration model, enabling year-round operations across upcoming and future amphitheaters<br> in McKinney, TX; El Paso, TX; Broken Arrow, OK; and Oklahoma City, OK, unlocking new revenue and margin expansion opportunities. |
|---|---|
| ● | Under<br> contract to acquire a strategic site in Centennial, Colorado, to expand VENU’s iconic mid-size indoor venue brand with plans<br> to transform the property into a $40 million entertainment campus featuring The Hall at Bourbon Brothers and a Bourbon Brothers Smokehouse<br> & Tavern. |
| ○ | This<br> development also marks the debut of VENU’s exclusive Luxe FireSuite fractional ownership opportunities, bringing these coveted<br> experiences indoors for the first time. |
| --- | --- |
| ● | Expanded<br> partnership with the City of El Paso, with a $100 million minimum investment commitment and securing a 20-acre development footprint<br> for the future Sunset Amphitheater El Paso, projected to open in 2026. |
| --- | --- |
| ● | Announced<br> a strategic national expansion partnership with Ryan, LLC to accelerate public-private partnership development, fast-tracking market<br> entry into top-performing U.S. growth markets. |
| ● | Introduced<br> a new structured financing model for Luxe FireSuites, expanding access to exclusive ownership opportunities while driving accelerated<br> sales across the Company’s expanding portfolio. |
| ● | Partnered<br> with Connect Partnership Group to lead corporate sponsorship sales, enhancing VENU’s ability to potentially capture new sponsorship<br> revenues across its expanding venue network. |
| ● | Filed<br> an Offering Statement under Regulation A^1^ for an anticipated offering designed to offer institutional, and retail investors<br> an opportunity to own a piece of all that VENU is building through a tiered ownership, not only delivering equity, but exclusive<br> benefits at every level. |
| ● | Formed<br> a nationwide partnership with Sands Investment Group to introduce triple-net (NNN) real estate investment opportunities in VENU’s<br> Luxe FireSuites to qualified investors. |
| ● | Expanded<br> executive leadership with the appointment of Vic Sutter, a Live Nation veteran, as Executive Vice President of Operations to drive<br> operational excellence, hospitality innovation, and premium guest experiences. |
| ● | Strengthened<br> the Board of Directors with the appointment of financial industry leader Thomas M. Finke, former Chairman and CEO of Barings, LLC,<br> to support corporate governance and capital markets strategy. |
CONFERENCECALL DETAILS
| Thursday,<br> May 15, 2025, 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<br> ID: 9521412 |
| Webcast<br> Replay - available through May 15, 2026, at https://investors.venu.live |
AboutVenu Holding Corporation
Venu Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur and 2023 VenuesNow All-star, J.W. Roth, is a premier hospitality and live music venue developer dedicated to crafting luxury, artist-centric, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique to Colorado Springs, Notes Eatery and the 9,570-seat Ford Amphitheater. Expanding with new multi-season 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 premium live entertainment experience. Click here to view our 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.live
Forward-LookingStatements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
^1^LegalDisclaimer: An offering statement related to these securities has been filed with the Securities and Exchange Commission but has not become qualified. These securities may not be sold nor may offers be accepted prior to the time the offering statement is qualified. No money or other consideration is being solicited in connection with this information, and if sent in response will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A is qualified pursuant to Regulation A under the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person’s indication of interest involves no obligation or commitment of any kind. A copy of the preliminary offering circular for the offering may be obtained on the SEC’s web site under the Company’s filings at www.sec.gov.
MediaRelations
Chloe Hoeft
Venu Holding Corporation (“VENU”)
719-895-5470
choeft@venu.live
VENUHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS
(in US Dollars)
| December 31, | |||||
| 2024 | |||||
| ASSETS | Audited | ||||
| Current assets | |||||
| Cash and cash equivalents | 24,663,106 | $ | 37,969,454 | ||
| Inventories | 201,027 | 225,283 | |||
| Prepaid expenses and other current assets | 917,567 | 850,951 | |||
| Total current assets | 25,781,700 | 39,045,688 | |||
| Other assets | |||||
| Property and equipment, net | 182,906,195 | 137,215,936 | |||
| Intangible assets, net | 194,596 | 211,276 | |||
| Operating lease right-of-use assets, net | 1,264,926 | 1,351,600 | |||
| Investment in EIGHT Brewing | 1,999,999 | - | |||
| Investment in related party | 550,000 | 550,000 | |||
| Security and other deposits | 184,771 | 43,015 | |||
| Total other assets | 187,100,487 | 139,371,827 | |||
| Total assets | 212,882,187 | $ | 178,417,515 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 5,791,249 | $ | 7,283,033 | ||
| Accrued expenses | 701,027 | 3,556,819 | |||
| Accrued payroll and payroll taxes | 287,287 | 262,387 | |||
| Deferred revenue | 2,004,606 | 1,528,159 | |||
| Current portion of convertible debt | - | 9,433,313 | |||
| Current portion of operating lease liabilities | 367,705 | 364,244 | |||
| Current portion of long-term debt | 333,818 | 2,101,501 | |||
| Total current liabilities | 9,485,692 | 24,529,456 | |||
| Long-term portion of operating lease liabilities | 930,226 | 1,020,604 | |||
| Long-term licensing liability and other liabilities | 8,800,000 | 7,950,000 | |||
| Long-term convertible debt | 15,488,291 | - | |||
| Long-term debt, net of current portion | 38,845,957 | 14,100,217 | |||
| Total liabilities | 73,550,166 | $ | 47,600,277 | ||
| Commitments and contingencies | |||||
| Stockholders’ Equity | |||||
| Preferred stock, 0.001 par - 5,000,000 authorized, none issued or outstanding | - | - | |||
| Common stock, 0.001 par - 144,000,000 authorized, 37,503,341 issued and outstanding<br> at | 37,504 | 37,472 | |||
| March 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024 | |||||
| Class B common stock, 0.001 par - 1,000,000 authorized, 379,990 issued and outstanding<br> at | 379 | 379 | |||
| March 31, 2025 and December 31, 2024 | |||||
| Additional paid-in capital | 145,253,067 | 144,546,368 | |||
| Accumulated deficit | (65,424,938 | ) | (47,361,208 | ) | |
| 79,866,012 | $ | 97,223,011 | |||
| Treasury Stock, at cost - 276,245 shares at March 31, 2025 and December 31, 2024 | (1,500,076 | ) | (1,500,076 | ) | |
| Total Venu Holding Corporation and subsidiaries equity | 78,365,936 | $ | 95,722,935 | ||
| Non-controlling interest | 60,966,085 | 35,094,303 | |||
| Total stockholders’ equity | 139,332,021 | $ | 130,817,238 | ||
| Total liabilities and stockholders’ equity | 212,882,187 | $ | 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 | |||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | ||||||
| Restaurant including food and beverage revenue, net | $ | 2,044,916 | $ | 2,580,102 | ||
| Event center ticket and fees revenue, net | 980,439 | 1,324,895 | ||||
| Rental and sponsorship revenue, net | 473,804 | 34,746 | ||||
| Total revenues, net | $ | 3,499,159 | $ | 3,939,743 | ||
| Operating costs | ||||||
| Food and beverage | 497,840 | 604,555 | ||||
| Event center | 724,064 | 591,282 | ||||
| Labor | 998,947 | 1,067,398 | ||||
| Rent | 364,377 | 296,458 | ||||
| General and administrative | 6,740,311 | 4,174,817 | ||||
| Equity compensation | 11,340,620 | 9,565,554 | ||||
| Depreciation and amortization | 1,375,364 | 606,464 | ||||
| Total operating costs | $ | 22,041,523 | $ | 16,906,528 | ||
| Loss from operations | $ | (18,542,364 | ) | $ | (12,966,785 | ) |
| Other income (expense), net | ||||||
| Interest expense | (1,050,372 | ) | (404,965 | ) | ||
| Other expense | - | (2,500,000 | ) | |||
| Interest income | 127,486 | 25,731 | ||||
| Other income | 32,500 | 30,000 | ||||
| Total other expense, net | (890,386 | ) | (2,849,234 | ) | ||
| Net loss | $ | (19,432,750 | ) | $ | (15,816,019 | ) |
| Net loss attributable to non-controlling interests | (1,369,020 | ) | (217,081 | ) | ||
| Net loss attributable to common stockholders | $ | (18,063,730 | ) | $ | (15,598,938 | ) |
| Weighted average number of shares of Class B common stock, outstanding, basic and diluted | 379,990 | 1,754,959 | ||||
| Basic and diluted net loss per share of Class B common stock | $ | (0.48 | ) | $ | (0.47 | ) |
| Weighted average number of shares of Class C common stock, outstanding, basic and diluted | - | 26,790,416 | ||||
| Basic and diluted net loss per share of Class C common stock | $ | - | $ | (0.47 | ) | |
| Weighted average number of shares of Class D common stock, outstanding, basic and diluted | - | 4,565,870 | ||||
| Basic and diluted net loss per share of Class D common stock | $ | - | $ | (0.47 | ) | |
| Weighted average number of shares of Common stock, outstanding, basic and diluted | 37,488,778 | - | ||||
| Basic and diluted net loss per share of Common stock | $ | (0.48 | ) | $ | - |
VENUHOLDING CORPORATION AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net loss | $ | (19,432,750 | ) | $ | (15,816,019 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Equity issued for interest on convertible debt | 218,760 | - | ||||
| Equity based compensation | 11,340,620 | 9,565,554 | ||||
| Project abandonment loss | - | 143,285 | ||||
| Amortization of debt discount | 641,609 | 278,946 | ||||
| Non cash lease expense | 92,107 | 123,240 | ||||
| Noncash financing expense | - | 2,500,000 | ||||
| Depreciation and amortization | 1,375,364 | 606,464 | ||||
| Noncash interest | - | 25,206 | ||||
| Changes in operating assets and liabilities: | ||||||
| Inventories | 24,256 | (31,961 | ) | |||
| Prepaid expenses and other current assets | (66,616 | ) | 73,205 | |||
| Security deposit | (141,756 | ) | (3,687,255 | ) | ||
| Accounts payable | (1,491,784 | ) | 1,750,387 | |||
| Accrued expenses | (2,855,792 | ) | (141,381 | ) | ||
| Accrued payroll and payroll taxes | 24,900 | 14,073 | ||||
| Deferred revenue | 476,447 | (200,764 | ) | |||
| Operating lease liabilities | (92,350 | ) | (114,848 | ) | ||
| Licensing liabilities | 850,000 | 2,200,000 | ||||
| Net cash used in operating activities | (9,036,985 | ) | (2,711,868 | ) | ||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (22,048,943 | ) | (8,946,836 | ) | ||
| Investment in EIGHT Brewing | (1,999,999 | ) | - | |||
| Net cash used in investing activities | (24,048,942 | ) | (8,946,836 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from sale of non-controlling interest equity | 15,967,250 | 10,375,000 | ||||
| Distributions to non-controlling shareholders | (105,426 | ) | (124,050 | ) | ||
| Principal payments on long-term debt | (82,245 | ) | (74,614 | ) | ||
| Proceeds from issuance of shares | - | 20,088,200 | ||||
| Proceeds from exercise of warrants | - | 40 | ||||
| Payment of promissory note | (2,000,000 | ) | - | |||
| Receipt of convertible promissory note | 6,000,000 | - | ||||
| Net cash provided by financing activities | 19,779,579 | 30,264,576 | ||||
| Net (decrease) increase in cash and cash equivalents | (13,306,348 | ) | 18,605,872 | |||
| Cash and cash equivalents, beginning | 37,969,454 | 20,201,104 | ||||
| Cash and cash equivalents, ending | $ | 24,663,106 | $ | 38,806,976 | ||
| Cash paid for interest | $ | 139,119 | $ | 96,399 | ||
| Supplemental disclosure of non-cash operating, investing and financing activities: | ||||||
| Property acquired via convertible debt | $ | - | $ | 3,521,976 | ||
| Property acquired via promissory note | $ | 25,000,000 | $ | - | ||
| Debt discounts - warrants | $ | 526,329 | $ | 3,000,140 |