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What changed in Venu Holding Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Venu Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+623 added−597 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in Venu Holding Corp's 2025 10-K

623 paragraphs added · 597 removed · 434 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

180 edited+62 added−61 removed146 unchanged
Biggest changeSunset Hospitality Collection LLC NLRE 46% (as of March 15, 2025) 40% (projected ownership) (100% voting control) Third-Party Investors (1), (4) Sunset at Mustang Creek LLC NLRE 89% (as of March 15, 2025) 30% (projected ownership) (100% voting control) Third-Party Investors (1) Sunset at Broken Arrow LLC NLRE 73% (as of March 15, 2025) 35% (projected ownership) (100% voting control) Third-Party Investors (1) Sunset Ground at Broken Arrow, LLC Venu Holding Corporation 100% (as of March 15, 2025) 30% (projected ownership) (2) (100% voting control) Third-Party Investors 21 Subsidiary Venu or Subsidiary Owner Current or Projected Company Ownership Percentage Interest Owner of Remaining Interests Sunset at El Paso, LLC NLRE 100% (as of March 15, 2025) 35% (projected ownership) (2) (100% voting control) Third-Party Investors Sunset Ground at El Paso LLC NLRE 100% (as of March 15, 2025) 30% (projected ownership) (2) (100% voting control) Third-Party Investors Sunset Operations at El Paso LLC NLRE 100% Not applicable Sunset at McKinney LLC NLRE 73% (as of March 15, 2025) 60% (projected ownership) (3) (100% voting control) Third-Party Investors (1) Sunset Ground at McKinney LLC NLRE 100% (as of March 15, 2025) 60% (projected ownership) (3) (100% voting control) Third-Party Investors Sunset Operations at McKinney LLC NLRE 100% Not applicable Notes CS I, DST Notes CS I Holdings, LLC 99% (as of March 15, 2025) (5) (projected ownership is not yet determined) (5) (100% voting control) Third-Party Investors (5) 13141 Notes LLC d/b/a Notes NHC 100% Not applicable.
Biggest changeVenu VIP Rides, LLC (“ Rides ”) Venu 50% (100% voting control) Third-Party Investors 22 Subsidiary Venu or Subsidiary Owner Current or Projected Company Ownership Percentage Interest Owner of Remaining Interests Notes CS I, DST (“ Trust ”) Notes CS I Holdings, LLC 81% (as of March 31, 2026) (5) (projected ownership not yet determined) (5) (100% voting control) Third-Party Investors (5) Notes CS I Holdings, LLC (“ Holdings LLC ”) Venu 100% Not applicable.
Venu works to identify experienced commercial real estate leads for each market, establishes the specific criteria for expansion, and works alongside those leads to identify, assess, and negotiate contracts for new locations. ● Site Acquisition. The site-selection lead for each market identifies target properties that meet the base criteria.
Venu works to identify experienced commercial real estate leads for each market, establishes specific criteria for expansion, and works alongside those leads to identify, assess, and negotiate contracts for new locations. ● Site Acquisition. The site-selection lead for each market identifies target properties that meet the base criteria.
On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the “ Trust ”) in exchange for a 100% of the beneficial interests in the Trust.
On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the “ Trust ”) in exchange for a 100% of the beneficial interests in the Trust.
Sunset Amphitheater, LLC is the guarantor of the ground lease.
The Sunset Amphitheater LLC is the guarantor of the ground lease.
Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant annual base rent of $3,222,000 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed pro rata to the holders of its beneficial interests. ● Operations Leases : In connection with the operations of the Ford Amphitheater located at the property, Sunset Amphitheater LLC entered into an operations lease (which was amended on September 24, 2024) with Notes Live Foundation (a non-profit organization and operating under the trade name Venu Arts & Culture Foundation), a foundation formed, in part, to accommodate certain “public use” requirements of certain municipalities or quasi municipality entities and of which Venu is the sole member (the “ Foundation ”), and in turn, the Foundation has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended on September 24, 2024.
Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant annual base rent of $3,222,000 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed pro rata to the holders of its beneficial interests. ● Operations Leases : In connection with the operations of Ford Amphitheater located at the property, The Sunset Amphitheater LLC entered into an operations lease (which was amended on September 24, 2024) with Notes Live Foundation (a non-profit organization operating under the trade name Venu Arts & Culture Foundation), a foundation formed, in part, to accommodate certain “public use” requirements of certain municipalities or quasi-municipality entities and of which Venu is the sole member (the “ Foundation ”), and in turn, the Foundation has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended on September 24, 2024.
During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000.00 (subject to annual 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number of tickets sold for entry into “public events” at Ford Amphitheater, not to exceed $50,000 in total unless agreed to in writing by SunsetOps to be paid annually (the “ Charitable Trust Contribution ”), plus (c) $5.00 multiplied by the total number of tickets sold for entry into “public events” at Ford Amphitheater (“ Event Fees ”).
During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000 (subject to annual 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number of tickets sold for entry into “public events” at Ford Amphitheater, not to exceed $50,000 in total unless agreed to in writing by SunsetOps to be paid annually (the “ Charitable Trust Contribution ”), plus (c) $5.00 multiplied by the total number of tickets sold for entry into “public events” at Ford Amphitheater (“ Event Fees ”).
Bourbon Brothers Holdings LLC (“ BBH ”) is a holding company designed to own and manage each of Venu’s operating entities. In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating companies for entertainment campuses that Venu may to develop around the country.
Bourbon Brothers Holdings LLC (“ BBH ”) is a holding company designed to own and manage each of Venu’s operating entities. In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating companies for entertainment campuses that Venu may develop around the country.
Principal is paid at maturity in cash, or at the Company’s option, in-kind through the issuance of shares of Company’s common stock at the conversion price. Conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date.
Principal is paid at maturity in cash, or at the Company’s option, in-kind through the issuance of shares of Common Stock at the conversion price. Conversion price is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date.
If Venu fails to receive a TCO and to begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives a TCO.
If Venu fails to receive a TCO and begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives a TCO.
(v) If Venu breaches the Development Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it is required to keep, observe, or perform under the Development Agreement (other than those referred to in clauses (i) through (v) above), and fails to cure such breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if Venu defaults under an Operator Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured beyond any applicable notice and cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives, which damages will accrue from the date Venu is notified of its default until Venu has cured such default; provided, that if such default is not cured within 180 days, Venu will thereafter not be entitled to receive any McKinney Incentives.
(iv) If Venu breaches the Development Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it is required to keep, observe, or perform under the Development Agreement (other than those referred to in clauses (i) through (v) above), and fails to cure such breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if Venu defaults under an Operator Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured beyond any applicable notice and cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives, which damages will accrue from the date Venu is notified of its default until Venu has cured such default; provided, that if such default is not cured within 180 days, Venu will thereafter not be entitled to receive any McKinney Incentives.
Not only does Venu compete against other music venues for bookings and ticket sales, Venu also competes against companies that offer other forms of media and entertainment, including sporting events, music festivals, theaters, and other live-entertainment venues. ● Despite general trends indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many Americans are cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs. ● Many of Venu’s planned venues are a drivable, though less convenient, distance from larger cities that commonly attract big names in entertainment, which could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those artists to its venues.
Not only does Venu compete against other music venues for bookings and ticket sales, but Venu also competes against companies that offer other forms of media and entertainment, including sporting events, music festivals, theaters, and other live-entertainment venues. ● Despite general trends indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many Americans are cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs. ● Many of Venu’s planned venues are a drivable, though less convenient, distance from larger cities that commonly attract big names in entertainment, which could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those artists to its venues.
“Rental profits” are calculated on a per ticketed show basis, and the amount of “rental profits” distributable to the Class B members for each show is calculated by multiplying $5.00 by the number of tickets sold for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other venue revenues or profits of any kind). ● GA HIA, LLC : All distributions of net profits and available cash (other than Priority Proceeds, as defined below) to its members will be made to the Class A members, Class B members and Class C members on a pro rata basis.
“Rental profits” are calculated on a per ticketed show basis, and the amount of “rental profits” distributable to the Class B members for each show is calculated by multiplying $5.00 by the number of tickets sold for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other venue revenues or profits of any kind). 23 ● GA HIA, LLC : All distributions of net profits and available cash (other than Priority Proceeds, as defined below) to its members will be made to the Class A members, Class B members and Class C members on a pro rata basis.
Venu’s exclusive operating agreement with AEG provides for a defined split between Venu and AEG of Ford Amphitheater’s profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled to any profits that may result from such events).
Venu’s exclusive operating agreement with AEG Presents provides for a defined split between Venu and AEG Presents of Ford Amphitheater’s profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled to any profits that may result from such events).
Venu carries out its mission by leveraging its: ● exclusive collection of premium restaurants and luxury venue properties, designed to enhance the customer experience through thoughtfully designed spaces and a spectrum of ticket and menu offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy an outing that maximizes both fun and affordability or to be treated to a decadent, VIP type of experience; ● management team with years of experience and prior success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant management; ● operational and brand partnerships with well-known industry leaders that create brand recognition for Venu’s venues and enable them to be operated efficiently and effectively to provide a seamless experience for customers while maximizing the returns of shareholders; ● institutional knowledge of the entertainment landscape, insight regarding which artists and entertainers drive audience engagement, and strong industry relationships that make it possible to route those acts to Venu venues; ● community ties and relationship leads in the markets that Venu focuses its development efforts in, which enhances its capital-raising efforts and advances its ability to deliver the types and genres of entertainment that complement the desires and demographic of the community being served; ● optimization of the functionality and use of its venues, which can be rented for both personal and corporate events with a range of seating capacities and spaces that can accommodate intimate gatherings or large, table-top events for 500-700 seated guests; ● financing and acquisition strategy that catalyzes growth while minimizing future dilution, as discussed in more detail under “ Financing and Acquisition Strategy ” below; and ● strict criteria for evaluating business-expansion opportunities and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated with entertainment options, and have local governments that recognize the value of investing in an entertainment campus to drive local economic growth and to build community culture, as discussed in more detail under “ Financing and Acquisition Strategy .” Financing and Acquisition Strategy A key factor to Venu’s current and future success is its ability to continue growing through venue and infrastructure development while attempting to minimize future dilution.
Venu carries out its mission by leveraging its: ● exclusive collection of premium restaurants and luxury venue properties, designed to enhance the customer experience through designed spaces and a spectrum of ticket and menu offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy an outing that maximizes both fun and affordability or to be treated to a decadent, VIP type of experience; ● management team with years of experience and prior success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant management; ● operational and brand partnerships with well-known industry leaders that create brand recognition for Venu’s venues and enable them to be operated efficiently and effectively to provide a seamless experience for customers while maximizing the returns of shareholders; ● institutional knowledge of the entertainment landscape, insight regarding which artists and entertainers drive audience engagement, and strong industry relationships that make it possible to route those acts to Venu venues; ● community ties and relationship lead in the markets that Venu focuses on its development efforts in, which enhances its capital-raising efforts and advances its ability to deliver the types and genres of entertainment that complement the desires and demographic of the community being served; ● optimization of the functionality and use of its venues, which can be rented for both personal and corporate events with a range of seating capacities and spaces that can accommodate intimate gatherings or large, table-top events for 500-700 seated guests; ● financing and acquisition strategy that catalyzes growth while minimizing future dilution, as discussed in more detail under “ Financing and Acquisition Strategy ” below; and ● strict criteria for evaluating business-expansion opportunities and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated with entertainment options, and have local governments that recognize the value of investing in an entertainment campus to drive local economic growth and to build community culture, as discussed in more detail under “ Financing and Acquisition Strategy .” Financing and Acquisition Strategy A key factor to Venu’s current and future success is its ability to continue growing through venue and infrastructure development while attempting to minimize future dilution.
If Venu 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.
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.
Through its private partnerships with other companies, Venu seeks to ensure that its venues are operated as efficiently and effectively as possible. This is demonstrated, for example, by Venu’s strategic partnership with AEG to operate Ford Amphitheater in Colorado Springs, Colorado. Government Regulations Venu is subject to an array of federal, state, and local laws.
Through its private partnerships with other companies, Venu seeks to ensure that its venues are operated as efficiently and effectively as possible. This is demonstrated, for example, by Venu’s strategic partnership with AEG Presents to operate Ford Amphitheater in Colorado Springs, Colorado. Government Regulations Venu is subject to an array of federal, state, and local laws.
All amounts of cash received by GA HIA, LLC pursuant to the primary naming rights for the music venue operated on GA HIA, LLC’s property and tax rebates from or through the City of Gainesville, GA (collectively, “ Priority Proceeds ”) are distributable solely to the Class B members and Class C members on a pro rata basis.
All amounts of cash received by GA HIA, LLC pursuant to the primary naming rights for the music venue operated on GA HIA, LLC’s property and tax rebates from or through the City of Gainesville, Georgia (collectively, “ Priority Proceeds ”) are distributable solely to the Class B members and Class C members on a pro rata basis.
The naming rights sponsor for our amphitheater in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater. Our future amphitheater locations are expected to have a naming rights sponsor when they open. ● Sponsorships . Venu’s sponsorship opportunities enable sponsors to advertise and connect to customers at Venu’s entertainment and restaurant properties.
The naming rights sponsor for The Sunset Amphitheater in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater. Our future amphitheater locations are expected to have a naming rights sponsor when they open. ● Sponsorships . Venu’s sponsorship opportunities enable sponsors to advertise and connect to customers at Venu’s entertainment and restaurant properties.
Amounts due to SunsetOps under the exclusive operating agreement with AEG are based on a base fee derived from a portion of the tickets sold at public events held at the venue, and a percentage of venue profits (with such profit split between the two parties being in a range between 45% to 55%).
Amounts due to SunsetOps under the exclusive operating agreement with AEG Presents are based on a base fee derived from a portion of the tickets sold at public events held at the venue, and a percentage of venue profits (with such profit split between the two parties being in a range between 45% to 55%).
Venu’s approach to market expansion is subject to regimented criteria and a methodical site-selection plan for developing new properties and establishing itself in new markets. Venu only enters a new market that it believes it is relatively barren of other live-entertainment offerings or venues that would compete against Venu.
Venu’s approach to market expansion is subject to regimented criteria and a site-selection plan for developing new properties and establishing itself in new markets. Venu only enters a new market that it believes it is relatively barren of other live-entertainment offerings or venues that would compete against Venu.
FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds a Sunset Amphitheater. The operator of Ford Amphitheater, AEG, has also entered into various sponsorship agreements related to various product categories.
FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds a Sunset Amphitheater. The operator of Ford Amphitheater, AEG Presents, has also entered into various sponsorship agreements related to various product categories.
When evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection criteria for The Sunset Amphitheater and BBP venues described below: ● The market is materially underserved of premium, indoor or outdoor venues for live music and entertainment. ● The municipality is willing to partner financially with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in entertainment districts as part of its long-term city plans. ● The demographic profile of the community meets the age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended music and entertainment venue. ● There are sites available that are adjacent to high-traffic-count roadways with visibility for digital marketing. ● There are physical locations suitable from a zoning, sound, parking, and traffic perspective. ● The location is conducive to Venu’s overall act-routing strategy. ● Venu has relationship leads in the market, which drives financing strategy.
When evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection criteria for The Sunset Amphitheater and BBP venues described below: ● The market is materially underserved of premium, indoor or multi-seasonal venues for live music and entertainment. ● The municipality is willing to partner financially with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in entertainment districts as part of its long-term city plans. ● The demographic profile of the community meets the age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended music and entertainment venue. ● There are sites available that are adjacent to high-traffic-count roadways with visibility for digital marketing. ● There are physical locations suitable from a zoning, sound, parking, and traffic perspective. ● The location is conducive to Venu’s overall act-routing strategy. ● Venu has relationship leads in the market, which drives financing strategy.
(iv) If Venu becomes bankrupt, insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its assets for the benefit of creditors, or subject to similar actions involving bankruptcy or creditors’ rights described in the Development Agreement, the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional McKinney Incentives, and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase Price by MEDC, then MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid to MEDC, and may exercise any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney Deed of Trust), or applicable law.
(iii) If Venu becomes bankrupt, insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its assets for the benefit of creditors, or subject to similar actions involving bankruptcy or creditors’ rights described in the Development Agreement, the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional McKinney Incentives, and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase Price by MEDC, then MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid to MEDC, and may exercise any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney Deed of Trust), or applicable law.
While Venu’s public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu may forfeit those incentives or received reduced incentives if it fails to comply with the various deadlines and expectations set forth in the Development Agreement.
While Venu’s public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu may forfeit those incentives or receive reduced incentives if it fails to comply with the various deadlines and expectations set forth in the Development Agreement.
The rights associated with the non-voting membership units are set forth in the applicable subsidiary’s operating agreement, which provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is Venu or a wholly-owned subsidiary).
The rights associated with the non-voting membership units are set forth in the applicable subsidiary’s operating agreement, which, in certain cases, provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is Venu or a wholly-owned subsidiary).
Venue profits that are split and allocated between the parties take into account various revenues streams generated through venue events, including ticket sales, ticket rebates, VIP services, net food and beverage sales, net revenue commissions from artist merchandise sales, parking, and venue sponsorship fees (such as naming rights), but subject to certain limitations set forth in the agreement, and any profits that are divided between the parties are net of various venue operating expenses incurred by the AEG and certain insurance and property expenses incurred by the owner of the venue.
Venue profits that are split and allocated between the parties take into account various revenues streams generated through venue events, including ticket sales, ticket rebates, VIP services, net food and beverage sales, net revenue commissions from artist merchandise sales, parking, and venue sponsorship fees (such as naming rights), but subject to certain limitations set forth in the agreement, and any profits that are divided between the parties are net of various venue operating expenses incurred by AEG Presents as well as certain insurance and property expenses incurred by the owner of the venue.
GA HIA’s breach of the Development Agreement could result in the Development Agreement being terminated, GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring other penalties to remedy any harm suffered by the City of Gainesville. 27 Pursuant to the Facilities Use Agreement, GA HIA’s use of the BBP GA venue is partially restricted by the City of Gainesville’s rights to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event.
GA HIA’s breach of the Development Agreement could result in the Development Agreement being terminated, GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring other penalties to remedy any harm suffered by the City of Gainesville. 29 Pursuant to the Facilities Use Agreement, GA HIA’s use of the BBP GA venue is partially restricted by the City of Gainesville’s rights to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event.
The laws and regulations that Venu is subject to govern matters such as: ● Zoning and land use, which dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them; ● Infrastructure and safety standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and structural integrity of Venu’s venues and protect the public health and safety of Venu’s occupants by setting occupancy limits and imposing fire-safety standards; ● Noise levels, which require Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close proximity of Venu’s live-music venues; ● Labor and employment practices, which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights, and workplace safety; ● Alcohol sales, service, and consumption, which regulate the licenses of each of Venu’s venues to serve alcohol, impose age restrictions for alcohol consumption, and ensure Venu upholds responsible alcohol-service standards; ● Intellectual-property rights, which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements with various companies and brands; ● Privacy rights, which require Venu to protect sensitive and personal information collected from its customers or artists at its venues; ● Bribery and corruption, including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries from illegally paying, promising to pay, or receiving money or anything of value to or from any government or foreign public official for the purpose of directly or indirectly obtaining or retaining business; 32 ● Health and sanitation, which establish standards for the cleanliness and sanitariness of Venu’s restaurants and venues and require Venu to implement various precautionary measures to mitigate the spread of infectious diseases; ● Food and beverage service operations, which govern Venu’s handling, preparation, and service of food and drinks, the hygiene of Venu’s food-handling personnel, Venu’s upholding of various food-safety regulations, and the cleanliness of Venu’s kitchen facilities; ● Ticketing practices, which regulate Venu’s compliance with laws concerning primary ticket sales, ticketing resale services in secondary ticket markets, pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees; ● Venue accessibility, which requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning accessibility; ● Environmental protection, which govern Venu’s use of materials when designing and constructing venues and impose requirements related to energy efficiency, waste management, and pollution control; ● Federal and state securities laws, and other regulations, that pertain to the offerings (such as firepit suite sales) conducted by Venu subsidiaries for certain of Venu’s amphitheater and development projects; and ● Marketing activities, which limit Venu’s telephone and online marketing practices.
The laws and regulations that Venu is subject to govern matters such as: ● Zoning and land use, which dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them; ● Infrastructure and safety standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and structural integrity of Venu’s venues and protect the public health and safety of Venu’s occupants by setting occupancy limits and imposing fire-safety standards; ● Noise levels, which require Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close proximity of Venu’s live-music venues; ● Labor and employment practices, which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights, and workplace safety; ● Alcohol sales, service, and consumption, which regulate the licenses of each of Venu’s venues to serve alcohol, impose age restrictions for alcohol consumption, and ensure Venu upholds responsible alcohol-service standards; ● Intellectual-property rights, which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements with various companies and brands; ● Privacy rights, which require Venu to protect sensitive and personal information collected from its customers or artists at its venues; ● Bribery and corruption, including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries from illegally paying, promising to pay, or receiving money or anything of value to or from any government or foreign public official for the purpose of directly or indirectly obtaining or retaining business; 35 ● Health and sanitation, which establish standards for the cleanliness and sanitariness of Venu’s restaurants and venues and require Venu to implement various precautionary measures to mitigate the spread of infectious diseases; ● Food and beverage service operations, which govern Venu’s handling, preparation, and service of food and drinks, the hygiene of Venu’s food-handling personnel, Venu’s upholding of various food-safety regulations, and the cleanliness of Venu’s kitchen facilities; ● Ticketing practices, which regulate Venu’s compliance with laws concerning primary ticket sales, ticketing resale services in secondary ticket markets, pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees; ● Venue accessibility, which requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning accessibility; ● Environmental protection, which governs Venu’s use of materials when designing and constructing venues and imposes requirements related to energy efficiency, waste management, and pollution control; ● Federal and state securities laws, and other regulations, which pertain to the offerings (such as Luxe FireSuites sales) conducted by Venu subsidiaries for certain of Venu’s amphitheater and development projects; and ● Marketing activities, which limit Venu’s telephone and online marketing practices.
Accordingly, Venu faces the risk that it will not receive the material financial incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement each year. 30 If Venu fails to meet the foregoing deadlines, and there are no reasonable excuses for the delays, the McKinney Parties can exercise various remedies set forth in the Development Agreement.
Accordingly, Venu faces the risk that it will not receive the material financial incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement each year. 32 If Venu fails to meet the foregoing deadlines, and there are no reasonable excuses for the delays, the McKinney Parties can exercise various remedies set forth in the Development Agreement.
(iii) If Venu fails to obtain a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive any of the McKinney Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives, which damages will accrue until Venu obtains a CO.
(ii) If Venu fails to obtain a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive any of the McKinney Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives, which damages will accrue until Venu obtains a CO.
Pursuant to the El Paso Definitive Agreements, the City of El Paso will provide various financial incentives to Venu, including the conveyance of approximately 17 acres for the site location on the terms set forth in the Purchase and Sale Agreement, the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop The Sunset El Paso, and the provision of annual rebates on real and business personal property, sales and use, and mixed beverage taxes over up to a 20-year rebate period as part of an incentives package that will total approximately $30.9 million.
Pursuant to the El Paso Definitive Agreements, the City of El Paso will provide various financial incentives to Venu, including the conveyance of approximately 17 acres for the site location on the terms set forth in the Purchase and Sale Agreement, the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop The Sunset El Paso, and the provision of annual rebates on real and business personal property, sales and use, and mixed beverage taxes over up to a 20-year rebate period as part of an incentives package that will total approximately $67 million.
The Sunset Amphitheater — El Paso, Texas Venu further expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“ El Paso ”) to bring The Sunset Amphitheater to El Paso (“ The Sunset El Paso ”).
The Sunset Amphitheater — El Paso, Texas Venu expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“ El Paso ”) to bring The Sunset Amphitheater to El Paso (“ The Sunset El Paso ”).
Venu is subject to a robust list of deadlines under the McKinney Development Agreement, as amended, pursuant to which Venu was obligated, among other things, to: (i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024; (ii) conduct a noise study and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings regarding the required site plan for the McKinney Complex; (iii) submit the Preliminary Base Complex Plan (as defined in the Development Agreement) by July 15, 2024; (iv) provide McKinney with a financing plan, including projected sources and uses for financing proceeds, by September 1, 2024; (v) submit the Final Base Complex Plan (as defined in the Development Agreement) by December 15, 2024; (vi) enter into a fully executed, binding Operator Agreement, which must have a term of at least ten years with two, five-year renewals exercisable by and at the option of Venu, by September 15, 2025; (vii) receive a TCO and begin operations within 36 months from the Entitlement Date; and (viii) receive a CO within 42 months from the Entitlement Date.
Venu is subject to a robust list of deadlines under the McKinney Development Agreement, as amended, pursuant to which Venu was obligated, among other things, to: (i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024; which has been met; (ii) conduct a noise study and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings regarding the required site plan for the McKinney Complex, which has been met; (iii) submit the Preliminary Base Complex Plan (as defined in the Development Agreement) by July 15, 2024, which has been met;; (iv) provide McKinney with a financing plan, including projected sources and uses for financing proceeds, by September 1, 2024, which has been met; (v) submit the Final Base Complex Plan (as defined in the Development Agreement) by December 15, 2024, which has been met; (vi) enter into a fully executed, binding Operator Agreement, which must have a term of at least ten years with two, five-year renewals exercisable by and at the option of Venu, by September 15, 2025, requirements which were amended and has been met; (vii) receive a TCO and begin operations within 36 months from the Entitlement Date; and (viii) receive a CO within 42 months from the Entitlement Date.
Class B members share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.
Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.
Class B members share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.
Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.
The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties). 15 The Sunset at Mustang Creek — Oklahoma City, Oklahoma In June 2023, Venu entered into a binding purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking in Oklahoma City, Oklahoma (the “ OKC Property ”), with the intent to build a 12,500-person amphitheater on the OKC Property named The Sunset at Mustang Creek (“ The Sunset OKC ”).
The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties). 16 The Sunset at Mustang Creek — Oklahoma City, Oklahoma In June 2023, Venu entered into a purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking in Oklahoma City, Oklahoma (the “ OKC Property ”), with the intent to build a 12,500-person amphitheater on the OKC Property named The Sunset at Mustang Creek (“ The Sunset OKC ”).
This structure is similar to a sale-leaseback arrangement in that Venu could in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full if deemed appropriate under the market conditions and the Company’s liquidity at any given time.
This structure is similar to a sale-leaseback arrangement in that Venu can in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full if deemed appropriate under the market conditions and the Company’s liquidity at any given time.
The prominence and features of Ford Amphitheater made that area a desirable and viable location for Roth’s, which is intended to cater to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roth’s will be well suited for concertgoers looking for a premium dining experience to accompany their premium tickets.
The prominence and features of Ford Amphitheater made that area a desirable and viable location for Roth’s, which is intended to cater to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roth’s is well suited for concertgoers looking for premium dining experience to accompany their premium tickets.
In the past, a multitude of organizations and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which Governor Jared Polis gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties and events, and families who have held weddings at BBP CO.
In the past, a multitude of organizations and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which the Governor gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties and events, and families who have held weddings at BBP CO.
The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of the Gainesville Square. One advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected via a shared kitchen, which streamlines BBST GA’s ability to operate food and beverage service at BBP GA.
The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of the Gainesville Square. An advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected via a shared kitchen, which streamlines BBST GA’s ability to operate food and beverage service at BBP GA.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. Although our executive officers may also use certain social media channels, we do not use our executive officers’ social media channels to disclose information about Venu or our products or projects. 34
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. Although our executive officers may also use certain social media channels, we do not use our executive officers’ social media channels to disclose information about Venu or our products or projects. 37
Those external factors may include weather incidents, natural disasters, geopolitical events, or public-health risks, all of which could lower attendance at Venu’s venues or disrupt Venu’s concert lineup. Despite those factors, Venu believes it can compete in the live-entertainment and hospitality.
Those external factors may include weather incidents, natural disasters, geopolitical events, or public-health risks, all of which could lower attendance at Venu’s venues or disrupt Venu’s concert lineup. 34 Despite those factors, Venu believes it can compete in the live-entertainment and hospitality industry.
The venue is capable of being transitioned from one configuration to another, which allows for a maximization of venue uses. That operational flexibility make it possible, for example, for the BBP CO event team to host a concert one night and then stage a wedding the following afternoon.
The venue is capable of being transitioned from one configuration to another, which allows for a maximization of venue uses. That operational flexibility makes it possible, for example, for the BBP CO event team to host a concert one night and then stage a wedding the following afternoon.
If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month that the venue remains unfinished. 28 Sunset BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make.
If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month that the venue remains unfinished. 30 Sunset BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make.
Any reduction or forfeiture of the McKinney Incentives would result in Venu paying for more of the costs of purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement with the McKinney Parties. 31 Public-Private Partnership in El Paso, Texas On April 30, 2024, Venu executed a non-binding term sheet with the City of El Paso, Texas, which was approved by the El Paso City Council by a vote of 6-1.
Any reduction or forfeiture of the McKinney Incentives would result in Venu paying more of the costs of purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement with the McKinney Parties. 33 Public-Private Partnership in El Paso, Texas On April 30, 2024, Venu executed a non-binding term sheet with the City of El Paso, Texas, which was approved by the El Paso City Council by a vote of 6-1.
Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings LLC is one of two beneficial interest holders of the Trust and holds an approximate 99% interest.
Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings LLC is one of two beneficial interest holders of the Trust and holds an approximate 81% interest.
Item 1. Business Overview of Venu’s Business Business Overview Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado that designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, outdoor amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017.
Item 1. Business Overview of Venu’s Business Business Overview Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado that designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, multi-season amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017.
Where the economic waterfall for the holders of non-voting membership units of a subsidiary is other than in accordance with the members’ percentage interest in the subsidiary as a whole, those economic rights, as of the date of this Annual Report, are described below: ● The Sunset Amphitheater LLC : In the event The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.
Where the economic waterfall for the holders of non-voting membership units of a subsidiary is other than in accordance with the members’ percentage interest in the subsidiary as a whole, those economic rights, as of the date of this prospectus supplement, are described below: ● The Sunset Amphitheater LLC: In the event The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.
A team led by Venu’s Chief Executive Officer, JW Roth, engages with the market lead to assess and, if deemed suitable, negotiate a purchase and sale agreement that meets Venu’s financial framework. ● Site Development.
A team led by Venu’s Chief Executive Officer, JW Roth, engages with the market lead to assessing and, if deemed suitable, negotiate a purchase and sale agreement that meets Venu’s financial framework. ● Site Development.
Amounts due to SunsetOps from event and venue operations under the exclusive operating agreement with AEG are the primary source of funds utilized to pay lease payments due under the operations leases, and as further described below, “Event Fees” and the base rent due under the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained by SunsetOps. ● Ground Leases : The real property upon which the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC own all of the improvements (i.e., the amphitheater) on that property.
Amounts due to SunsetOps from event and venue operations under the exclusive operating agreement with AEG Presents are the primary source of funds utilized to pay lease payments due under the operations leases as well as, as further described below, “Event Fees” and the base rent due under the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained by SunsetOps. ● Ground Leases : The real property upon which the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC owns all of the improvements (i.e., the amphitheater) on that property.
Notwithstanding the foregoing, the Class C members are capped at an 9% annual return on their capital contribution, after which they no longer participate in distributions for such year. ● Sunset at Mustang Creek LLC : In the event Sunset at Mustang Creek LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.
Notwithstanding the foregoing, the Class C members are capped at a 9% annual return on their capital contribution, after which they no longer participate in distributions for such year. ● Sunset at Broken Arrow LLC : In the event Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.
In addition to negotiating the naming rights to its venues themselves, Venu negotiates naming rights for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet events. The naming rights sponsor is Phil Long Dealerships, Inc. for BBP CO and Boot Barn for BBP GA.
In addition to negotiating the naming rights to its venues themselves, Venu negotiates naming rights for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet events. The naming rights sponsor for BBP CO is Phil Long Dealerships, Inc.
On July 2, 2024, Venu filed the following four Statements of Trademark Registration of a Reporting Entity with the Colorado Secretary of State to register the trademark “VENU” in four classes: (i) File No. 20241713474 (Class No. 016); File No. 20241713521 (Class No. 036); File No. 20241713551 (Class No. 037); and File No. 20241713564 (Class No. 041).
On July 2, 2024, Venu filed the following four Statements of Trademark Registration of a Reporting Entity with the Colorado Secretary of State to register the trademark “VENU” in four classes: (i) File No. 20241713474 (Class No. 016); (ii) File No. 20241713521 (Class No. 036); (iii) File No. 20241713551 (Class No. 037); and (iv) File No. 20241713564 (Class No. 041).
To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and outdoor amphitheaters that accommodate 8,000 or more guests.
To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and multi-season amphitheaters that accommodate 8,000 or more guests.
Together with a 1.1-acre parcel that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot and its used for premium parking and contains approximately 740 total parking spaces.
Together with a 1.1-acre parcel that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot, which contains approximately 740 total parking spaces and is used for premium parking.
The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March 31, 2025.
The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March 31, 2026.
Venu also believes it is equipped to fund portions of its construction expenses using funds generated from pre-sales of its naming rights, firepit suites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access debt on attractive terms to finance any other unfunded construction costs.
Venu also believes it is equipped to fund portions of its construction expenses using funds generated from pre-sales of its naming rights, Luxe FireSuites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access debt on attractive terms to finance any other unfunded construction costs.
As it relates to Venu’s outdoor amphitheater projects, Venu does not expect to directly operate those venues, and to instead utilize a third-party operator to, among other things, book acts and events at those venues.
As it relates to Venu’s multi-seasonal amphitheater projects, Venu does not expect to directly operate those venues and to instead utilize a third-party operator to, among other things, book acts and events at those venues.
If no objection is filed, the USPTO will register the trademark. Hospitality Income & Asset, LLC (“ HIA ”), which is a majority-owned subsidiary of Venu, filed an application to trademark the name “Bourbon Brothers” with the USPTO on February 23, 2013, which was registered by the USPTO on September 30, 2014 (Registration No. 4614527).
Hospitality Income & Asset, LLC (“ HIA ”), which is a majority-owned subsidiary of Venu, filed an application to trademark the name “Bourbon Brothers” with the USPTO on February 23, 2013, which was registered by the USPTO on September 30, 2014 (Registration No. 4614527).
For the duration of the agreement, AB will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheater’s trademarks for advertising, marketing, signage, and promotional purposes.
For the duration of the agreement, Anheuser-Busch will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheater’s trademarks for advertising, marketing, signage, and promotional purposes.
In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roth’s restaurant in development.
In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roth’s Sea & Steak.
The land and building for the venue is typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly owns or acquires an interest in. 24 Long-Term Debt Obligations To fund certain of its operations and property acquisitions Venu has, at times, borrowed funds from third-party lenders.
The land and building for the venue are typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly owns or acquires an interest in. 26 Long-Term Debt Obligations To fund certain of its operations and property acquisitions, Venu has, at times, borrowed funds from third-party lenders and related parties.
Event Fees that get remitted to Sunset Amphitheater LLC ultimately are the source of the “rental profit” described above that is distributed by The Sunset Amphitheater LLC to its Class B members and the remainder of the payments received by The Sunset Amphitheater LLC under these operation leases and subleases are used to pay the base rent payments due to the master tenant and the Trust.
Event Fees that get remitted to The Sunset Amphitheater LLC are ultimately the source of the “rental profit” described above that is distributed by The Sunset Amphitheater LLC to its Class B members, and the remainder of the payments received by The Sunset Amphitheater LLC under the operation lease and sublease are used to pay the base rent payments due to the master tenant and the Trust.
Much like The Sunset McKinney, The Sunset El Paso will feature luxury firepit suites while offering a variety of seating options with both mid- and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity, which will provide full-year programming of the amphitheater.
Much like The Sunset McKinney, The Sunset El Paso will feature Luxe FireSuites while offering a variety of seating options with both mid- and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity, which will provide full-year programming of the amphitheater.
Since opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established names in country and rock music. BBP GA hosted 73 events from June through December 2023 and 268 events in 2024.
Since opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established names in country and rock music. BBP GA hosted 73 events from June through December 2023, 138 events in 2024, and 129 events in 2025.
Venu opened a BBST in Colorado Springs, Colorado (“ BBST CO ”) in 2017 and in Gainesville, Georgia (“ BBST GA ”) simultaneously with its BBP GA indoor music hall in June 2023. Venu expects to open Roth’s adjacent to Ford Amphitheater in summer 2025 for exterior concert seating and in fall 2025 for restaurant operations.
Venu opened a BBST in Colorado Springs, Colorado (“ BBST CO ”) in 2017 and in Gainesville, Georgia (“ BBST GA ”), simultaneously with its BBP GA indoor music hall, in June 2023. Venu opened Roth’s adjacent to Ford Amphitheater in June 2025 for exterior concert seating and in November 2025 for restaurant operations.
The Sunset McKinney is expected to feature 295 VIP luxury firepit suites that will be sold to lifetime owners, an Owner’s Club Suite that will accommodate 700 members, fully-covered seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make entering and exiting the venue as efficient as possible.
The Sunset McKinney is expected to feature 295 VIP Luxe FireSuites that will be sold to third parties, an Owner’s Club Suite that will accommodate 700 members, fully-covered seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make entering and exiting the venue as efficient as possible.
The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu (and the “master tenant” for the property) pursuant to a “master lease”, which in turn leases the property to Sunset Amphitheater LLC under a ground lease having substantially the same economic terms to that of the master lease.
The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu (and the “master tenant” for the property) pursuant to a “master lease,” which in turn leases the property to The Sunset Amphitheater LLC under a ground lease that has substantially the same economic terms as that of the master lease.
AB also has the right under the agreement to refer to itself in all marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor” of Ford Amphitheater. In addition to securing those sponsorship rights, the agreement provides that AB will receive various ticket and hospitality benefits.
Anheuser-Busch also has the right under the agreement to refer to itself in all marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor” of Ford Amphitheater. In addition to securing those sponsorship rights, the agreement provides that Anheuser-Busch will receive various tickets and hospitality benefits.
Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities and Exchange Commission (the “SEC”).
Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are filed with the Securities and Exchange Commission (the “ SEC ”).
(4) The maturity date of the convertible promissory notes is three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in shares of Venu’s common stock at the conversion price.
(2) The maturity date of the convertible promissory notes is three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in shares of the Company’s Common Stock at the conversion price.
Overview of Venu’s Venues Venu currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (“ BBP ”), which currently operate under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues; and (2) an outdoor amphitheater venue known as The Sunset Amphitheater, which are intended to offer higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as firepit suites, VIP suites, and access to an adjoining restaurant and/or rooftop bar.
Overview of Venu’s Venues Venu currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (“ BBP ”), which currently operates under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues; and (2) a multi-seasonal amphitheater venue known as The Sunset Amphitheater, which is intended to offer higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as Luxe FireSuites, VIP suites, and access to an adjoining restaurant and/or rooftop bar.
Employees and Human Capital As of March 15, 2025, Venu has 50 full-time employees and 178 part-time employees. Venu’s compensation philosophy focuses on attracting and retaining top talent who contribute to its mission of revolutionizing the entertainment and hospitality industry, providing world-class service, and delivering exceptional entertainment experiences.
Employees and Human Capital As of March 15, 2026, Venu has 94 full-time employees and 186 part-time employees. Venu’s compensation philosophy focuses on attracting and retaining top talent who contribute to its mission of revolutionizing the entertainment and hospitality industry, providing world-class service, and delivering exceptional entertainment experiences.
Pursuant to the Economic Development Agreement, Sunset BA must complete the amphitheater’s construction by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater is not fully constructed by December 31, 2025, Sunset BA must pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete.
Pursuant to the Economic Development Agreement, Sunset BA construction was to be complete by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was obligated to pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete.
Venu foresees Brohan’s being a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by exceptional service in a comfortable yet classy lounge space that will be enhanced by dramatic amphitheater lighting features and striking panoramas.
Venu intends for Brohan’s to be a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by exceptional service in a comfortable yet classy lounge space that is enhanced by dramatic amphitheater lighting features and striking panoramas.
Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu expects will enter into an operating agreement with a third-party operator to run The Sunset McKinney’s operations. With a seating capacity of 20,000, The Sunset McKinney will be Venu’s largest venue to date.
Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu entered into an operating agreement with Live Nation to be the third-party operator and run The Sunset McKinney’s operations. With a seating capacity of 20,000, The Sunset McKinney will be Venu’s largest venue to date.
Certain of Venu’s subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a firepit suite at a specific outdoor music amphitheater as well as certain preferential economic rights.
Certain of Venu’s subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a Luxe FireSuite at a specific multi-season music amphitheater as well as certain preferential economic rights.
The closing and payment of the Purchase Price occurred on January 14, 2025. El Paso, Texas Minimum Qualified Expenditures: $80 million Purchase Price: None—The land will be conveyed by the city for no cost.
The closing and payment of the Purchase Price occurred on January 14, 2025. El Paso, Texas Minimum Qualified Expenditures: $100 million Purchase Price : None—The land will be conveyed by the city for no cost. The closing on the property occurred on May 13, 2025.
Each BBP location is designed to flexibly accommodate approximately 1,400 concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700 people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands, and private events.
Promoting live entertainment is the foundation of the BBP revenue model. Each BBP location is designed to flexibly accommodate approximately 1,400 concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700 people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands, and private events.
The McKinney Development Agreement was amended for a second time on December 3, 2024, to: (i) extend the date by which Venu must enter into the required Operator Agreement to September 15, 2025; (ii) provide that Venu will be deemed to have committed an event of default under the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is between Venu and one of its wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period (such default, an “ Operator Agreement Default ”); (iii) state that if Venu commits an uncured Operator Agreement Default, Venu will not be entitled to receive any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement; (iv) expand the list of permitted operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary of Venu; and (v) require that Venu to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned subsidiary of Venu becomes an operator under the Operator Agreement. 29 One of the primary financial incentives offered to Venu through its public-private partnership with the McKinney Parties is the potential reimbursement of the McKinney Purchase Price that Venu must pay for the McKinney Property.
The McKinney Development Agreement was amended for a second time on December 3, 2024, to: (i) extend the date by which Venu was required to enter into the required Operator Agreement to September 15, 2025 ; (ii) provide that Venu will be deemed to have committed an event of default under the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is between Venu and one of its wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period (such default, an “ Operator Agreement Default ”); (iii) state that if Venu commits an uncured Operator Agreement Default, Venu will not be entitled to receive any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement; (iv) expand the list of permitted operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary of Venu; and (v) require that Venu to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned subsidiary of Venu becomes an operator under the Operator Agreement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we do not pay dividends, our Common Stock may be less valuable because a return on your investment will occur only if our stock price appreciates. 55 If certain communications used to market certain exempt offerings of membership interests conducted by the Company’s subsidiaries are deemed to have been an “offer” in violation of Section 5 of the Securities Act with respect to the Company’s initial public offering, the Company may be subject to claims for rescission by investors that participated in the initial public offering.
Biggest changeAlthough the ODS has not asserted any securities violations by the Company or its subsidiaries, and the Company is fully cooperating with the ODS, the outcome of this matter and any other legal proceeding, regulatory inquiry, governmental investigation, or other claim involving our business or operations is inherently uncertain. 54 If certain communications used to market certain exempt offerings of membership interests conducted by the Company’s subsidiaries are deemed to have been an “offer” in violation of Section 5 of the Securities Act with respect to any public offering that the Company conducts, the Company may be subject to claims for rescission by investors that participate in the public offering.
Venu expects to obtain the funds to pay its day-to-day expenses and to repay its indebtedness primarily from operations. Venu’s ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by financial, business, economic and other factors, many of which the Company cannot control.
Venu expects to obtain the funds to pay its day-to-day expenses and to repay its indebtedness primarily from its operations. Venu’s ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by financial, business, economic and other factors, many of which the Company cannot control.
Planning for the design and construction of Venu’s in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse & Tavern, and The Sunset Amphitheater venue locations is ongoing. Until the final planning and development for each venue is complete, any cost estimates contained in Venu’s budget are subject to change.
Planning for the design and construction of Venu’s in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse & Tavern, and The Sunset Amphitheater venue locations are ongoing. Until the final planning and development for each venue is complete, any cost estimates contained in Venu’s budget are subject to change.
We have invested, and expect to continue to invest, resources to increase our name and brand awareness, both generally and in specific geographies and to specific intended customer groups.
We have invested, and expect to continue to invest, resources to increase our name and brand awareness, both generally and in specific geographies and in specific intended customer groups.
Due to weather conditions, Venu may be required to cancel or reschedule an event to another available day or a different venue, which would increase costs for the event and could negatively impact the attendance at the event as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.
Due to weather conditions, Venu may be required to cancel or reschedule an event for another available day or a different venue, which would increase costs for the event and could negatively impact the attendance at the event as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.
Growing or maintaining the Company’s existing revenue depends in part in making consistent investments in its venues. To meet long-term, increasing demand, improve value, and grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which are beyond the Company’s control, may influence the ultimate costs and timing of various capital improvements.
Growing or maintaining the Company’s existing revenue depends in part on making consistent investments in its venues. To meet long-term, increasing demand, improve value, and grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which are beyond the Company’s control, may influence the ultimate costs and timing of various capital improvements.
Upon exercise of any such rescission rights, the Company could be required to repurchase the shares sold to investors in the initial public offering, for any consideration determined to have been paid for such shares, with interest thereon, less the amount of any income received therefrom, or for damages if the shares are no longer owned by any such investor, for a period of one year following the date of the violation.
Upon exercise of any such rescission rights, the Company could be required to repurchase the shares sold to investors in the public offering, for any consideration determined to have been paid for such shares, with interest thereon, less the amount of any income received therefrom, or for damages if the shares are no longer owned by any such investor, for a period of one year following the date of the violation.
The Restrictions described below are among the Restrictions that have been included in the terms of public-private partnerships Venu has entered into to date and also depicts the type of Restrictions that Venu may be subject to under future public-private partnerships it enters. ● Project Deadlines and Monetary Penalties : The Restrictions in the public-private partnership agreements to date have included, and in the future will likely impose, specific deadlines and milestones that, if not met, subject Venu to monetary penalties.
The Restrictions described below are among the Restrictions that have been included in the terms of public-private partnerships Venu has entered into to date and also depicts the type of Restrictions that Venu may be subject to under future public-private partnerships it enters. 41 ● Project Deadlines and Monetary Penalties : The Restrictions in the public-private partnership agreements to date have included, and in the future will likely impose, specific deadlines and milestones that, if not met, subject Venu to monetary penalties.
Roth would likely have a significant negative impact on Venu’s operations and growth strategies. Competition for qualified personnel may be intense. If Venu fails to successfully attract, assimilate, and retain a sufficient number of such personnel, its business will suffer. Venu’s officers, directors, and principal shareholders collectively own a substantial portion of our Common Stock.
Roth would likely have a significant negative impact on Venu’s operations and growth strategies. Competition for qualified personnel may be intense. If Venu fails to successfully attract, assimilate, and retain a sufficient number of such personnel, its business will suffer. Venu’s officers, directors, and principal shareholders collectively own a substantial portion of Venu’s Common Stock.
In addition, the governing documents for The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those third-party investors is not necessarily equivalent to their ownership interest.
In addition, the governing documents for The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those third-party investors are not necessarily equivalent to their ownership interest.
Having third parties own certain stakes or rights in SPE assets, and being afforded various in-kind rights and benefits for their use at specific venues, has lent to the Company’s general mantra of being “fan owned.” In connection with these Subsidiary Offerings, the Company’s SPE subsidiaries marketed the Subsidiary Offerings through various general solicitation efforts and communications (“ Subsidiary Communications ”), including posting references to or information about the Subsidiary Offering investment opportunities to the Company’s website, which described the type of security being offered by each specific subsidiary, the venue and geographic location each such Subsidiary Offering related to, and the anticipated benefits to prospective investors in each SPE subsidiary, as well as forms of print or other broadcast media that was generally geographically targeted to prospective investors in a given market where a venue was set to be developed.
Having third parties’ own certain stakes or rights in SPE assets and being afforded various in-kind rights and benefits for their use at specific venues, has lent to the Company’s general mantra of being “fan owned.” In connection with these Subsidiary Offerings, the Company’s SPE subsidiaries marketed the Subsidiary Offerings through various general solicitation efforts and communications (“ Subsidiary Communications ”), including posting references to or information about the Subsidiary Offering investment opportunities to the Company’s website, which described the type of security being offered by each specific subsidiary, the venue and geographic location each such Subsidiary Offering related to, and the anticipated benefits to prospective investors in each SPE subsidiary, as well as forms of print or other broadcast media that was generally geographically targeted to prospective investors in a given market where a venue was set to be developed.
Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability. Venu is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and then operating restaurants, venues and amphitheaters in new markets.
Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability. Venu is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and operating restaurants, venues and amphitheaters in new markets.
Additionally, many of the food items on the restaurants Venu owns contain beef and chicken. The preferences of customers toward beef and chicken could be affected by changes in consumer health or dietary trends and preferences regarding meat consumption or health concerns and publicity concerning food quality, illness, and injury generally. In recent years there has been publicity concerning E.
Additionally, many of the food items in the restaurants Venu owns contain beef and chicken. The preferences of customers toward beef and chicken could be affected by changes in consumer health or dietary trends and preferences regarding meat consumption or health concerns and publicity concerning food quality, illness, and injury generally. In recent years there has been publicity concerning E.
Although the agreements include performance targets as it relates to show and attendance numbers, the parties’ entry into these agreements do not assure that AEG or any other operator will be successful in booking a specific number of events at a particular venue in a given year.
Although the agreements include performance targets as it relates to show and attendance numbers, the parties’ entry into these agreements do not assure that AEG Presents or any other operator will be successful in booking a specific number of events at a particular venue in a given year.
Its information technology systems are subject to damage or interruption from power outages, computer, network, cable system, internet and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees.
Its information technology systems are subject to damage or interruption from power outages, computers, network, cable system, internet and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees.
In addition, for as long as we are a smaller reporting company with less than $100 million in annual revenue, we would be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act.
In addition, as long as we are a smaller reporting company with less than $100 million in annual revenue, we would be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act.
Among other things, these provisions: 57 ● permit the Board to establish and change the authorized number of directors and to fill any vacancies and newly created directorships; ● authorize the issuance of “blank check” Preferred Stock that our Board could use to implement a shareholder rights plan, or so-called “poison pill,” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board; ● establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings; and ● authorize the Board to adopt, amend, or repeal our Bylaws.
Among other things, these provisions: 60 ● permit the Board to establish and change the authorized number of directors and to fill any vacancies and newly created directorships; ● authorize the issuance of “blank check” Preferred Stock that our Board could use to implement a shareholder rights plan, or so-called “poison pill,” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board; ● establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings; and ● authorize the Board to adopt, amend, or repeal our Bylaws.
Item 1A. Risk Factors Risk Factors General Risks Related to Venu Venu will likely require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all. Venu’s operations will likely require substantial additional financial, operational, and managerial resources.
Item 1A. Risk Factors Risk Factors General Risks Related to Venu Venu will require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all. Venu’s operations will require substantial additional financial, operational, and managerial resources.
Our exclusive operating agreement with AEG, for example, grants AEG the exclusive right to operate and use Ford Amphitheater for events, subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally recognized or promoted.
Our exclusive operating agreement with AEG Presents, for example, grants AEG Presents the exclusive right to operate and use Ford Amphitheater for events, subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally recognized or promoted.
Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. Venu has not yet determined the impact that these future laws and regulations may have on its business.
Further, there are several legislative proposals in the United States, at both the federal and state level, which could impose new privacy and security obligations. Venu has not yet determined the impact that these future laws and regulations may have on its business.
Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect investor and customer confidence in Venu’s management, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of Venu’s common stock, subject Venu to regulatory investigations, potential penalties, or stockholder litigation, and have a material adverse impact on Venu’s business and financial condition. 37 Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries.
Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect investor and customer confidence in Venu’s management, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of Venu’s Common Stock, subject Venu to regulatory investigations, potential penalties, or stockholder litigation, and have a material adverse impact on Venu’s business and financial condition. 40 Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries.
In addition, Venu’s anticipated schedule of opening any new venue may be adversely affected by other factors, some or all of which are beyond Venu’s control, including but not limited to the following: ● The availability of adequate financing; ● Delays in acquiring land and property rights; ● The ability to secure governmental approvals and permits, including land-use approvals and building and operating permits any necessary licenses; ● The ability to successfully and timely construct the applicable buildings and facilities; ● Construction and development costs; ● Costs overruns; ● Labor shortages; ● Any unforeseen engineering or environmental problems with venue location(s); ● Resolution of any litigation or other regulatory proceedings that could serve to prolong the development or opening of any venue or facility, such as compliance with local noise ordinances, and complaints and concerns raised by local property owners; ● The ability to hire, train and retain sufficient personnel; ● The ability to successfully promote the new venues and compete in the market(s) in which they will be are ● Criminal activity that affects Venu’s development and operations of venues; and located; ● Weather conditions or natural disasters; ● Local and general economic conditions.
In addition, Venu’s anticipated schedule for opening any new venue may be adversely affected by other factors, some or all of which are beyond Venu’s control, including but not limited to the following: ● The availability of adequate financing; ● Delays in acquiring land and property rights; ● The ability to secure governmental approvals and permits, including land-use approvals, building and operating permits, and any necessary licenses; ● The ability to successfully and timely construct the applicable buildings and facilities; ● Construction and development costs; ● Costs overruns; ● Labor shortages; ● Any unforeseen engineering or environmental problems with venue location(s); ● The resolution of any litigation or other regulatory proceedings that could serve to prolong the development or opening of any venue or facility, such as compliance with local noise ordinances, and complaints and concerns raised by local property owners; ● The ability to hire, train, and retain sufficient personnel; ● The ability to successfully promote the new venues and compete in the market(s) in which they will operate; ● Criminal activity that affects Venu’s development and operations of venues; ● Weather conditions or natural disasters; and ● Local and general economic conditions.
Venu’s ability to adhere to and implement its business plan will depend upon Venu’s ability to successfully raise funds and a variety of other factors, many of which are beyond Venu’s control. Venu’s debt obligations may adversely affect cash flow and impose restrictions on the ability to operate its business.
Venu’s ability to adhere to and implement its business plan will depend upon Venu’s ability to successfully raise funds and a variety of other factors, many of which are beyond Venu’s control. Venu’s debt obligations may adversely affect cash flow and impose restrictions on Venu’s ability to operate its business.
Venu’s liability insurance coverage may not be adequate or available to cover any or all such potential liability. Any failure to maintain these permits or licenses could have a material negative effect on Venu’s business and results of operations. 50 ● Public Health and Safety.
Venu’s liability insurance coverage may not be adequate or available to cover any or all such potential liability. Any failure to maintain these permits or licenses could have a material negative effect on Venu’s business and results of operations. ● Public Health and Safety.
For example, future governmental regulations adopted in response to a pandemic may impact the revenue we derive and/or the expenses we incur from the events that we choose to host, such that events that were historically profitable would instead result in losses. ● Environmental Laws .
For example, future governmental regulations adopted in response to a pandemic may impact on the revenue we derive and/or the expenses we incur from the events that we choose to host, such that events that were historically profitable would instead result in losses. ● Environmental Laws .
If the Company is unable to renew these agreements or to obtain new agreements on favorable, acceptable terms that are compatible with the Company’s existing operations, the Company’s operations may be negatively impacted. 42 The Company’s ability to continue expanding its operations through the development of new, and the expansion of existing, live music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii) the attractiveness of our existing venue locations may deteriorate over time.
If the Company is unable to renew these agreements or to obtain new agreements on favorable, acceptable terms that are compatible with the Company’s existing operations, the Company’s operations may be negatively impacted. 45 The Company’s ability to continue expanding its operations through the development of new, and the expansion of existing, live music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii) the attractiveness of our existing venue locations may deteriorate over time.
If AEG fails to renew the agreement or if the agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator, or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG exclusive operating agreement.
If AEG Presents fails to renew the agreement or if the agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator, or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG Presents exclusive operating agreement.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Accounting Pronouncements.” 61 There are many risks associated with forward-looking information in this Annual Report. Much of the information presented in this Annual Report contains forward-looking statements.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Accounting Pronouncements.” There are many risks associated with forward-looking information in this Annual Report. Much of the information presented in this Annual Report contains forward-looking statements.
Non-competition and development restrictions may limit our ability to expand our business in certain key markets, which could hinder our growth opportunities and competitive positioning. Our exclusive operating agreement with AEG also includes renewal and termination provisions.
Non-competition and development restrictions may limit our ability to expand our business in certain key markets, which could hinder our growth opportunities and competitive positioning. Our exclusive operating agreement with AEG Presents also includes renewal and termination provisions.
Any changes to the legal and regulatory framework applicable to Venu’s business could have an adverse impact on its businesses and its failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability or government actions that could have a material negative effect on Venu’s business and results of operations. 51 Zoning and governmental approvals could hinder, delay, or completely inhibit Venu’s ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues.
Any changes to the legal and regulatory framework applicable to Venu’s business could have an adverse impact on its businesses and its failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability or government actions that could have a material negative effect on Venu’s business and results of operations. 52 Zoning and governmental approvals could hinder, delay, or completely inhibit Venu’s ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues.
The success of Venu’s amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu’s ability to attract advertisers, marketing partners, operating partners, audiences and artists to concerts at other events at those locations.
The success of Venu’s amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu’s ability to attract advertisers, marketing partners, operating partners, audiences, and artists to concerts or other events at those locations.
That could occur due to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for a city, or other factors beyond on our control.
That could occur due to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for a city, or other factors beyond our control.
The agreement also imposes restrictions on AEG from operating venues that are comparable to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined radius.
The agreement also imposes restrictions on AEG Presents from operating venues that are comparable to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined radius.
A decrease in guest traffic to venues, a change in mix of products sold or an increase in costs as a result of these health concerns either in general or specific to operations could result in a decrease in sales or higher costs to venues that would materially harm business. 48 The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu’s venues could adversely affect revenues and results of operations.
A decrease in guest traffic to venues, a change in mix of products sold, or an increase in costs as a result of these health concerns, either in general or specific to operations, could result in a decrease in sales or higher costs to venues that would materially harm business. 50 The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu’s venues could adversely affect revenues and results of operations.
As a result of any of the foregoing, Venu may not be able to generate sufficient revenues to cover its costs, which could adversely impact its business and results of operations and the price of the Company’s Common Stock. 40 Additionally, Venu’s amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners to its signage, digital advertising and partnership offerings.
As a result of any of the foregoing, Venu may not be able to generate sufficient revenues to cover its costs, which could adversely impact its business and results of operations and the price of the Company’s Common Stock. 43 Additionally, Venu’s amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners to its signage, digital advertising, and partnership offerings.
If Venu’s costs are higher than projected, the operating results contained in the Company’s projections may be less favorable. 41 Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu’s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city.
If Venu’s costs are higher than projected, the operating results contained in the Company’s projections may be less favorable. 44 Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu’s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city.
Lack of operational control over one of our venues may lead to inconsistencies in service quality, brand reputation, and overall customer experience, which may adversely impact our business.
Lack of operational control over one of our venues may lead to inconsistencies in service quality, brand reputation, and overall customer experience, which may adversely impact on our business.
We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistake.
There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Venu’s operating results and growth. 47 Portions of Venu’s business are subject to seasonal fluctuations and its operating results and cash flow likely will vary from period to period.
There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Venu’s operating results and growth. 49 Portions of Venu’s business are subject to seasonal fluctuations, and its operating results and cash flow likely will vary from period to period.
Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant services, particularly in the supermarket industry. It also faces competition from various off-premise meal replacement offerings including but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors.
Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant services, particularly in the supermarket industry. It also faces competition from various off-premises meal replacement offerings including but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors.
The terrorism and security incidents in the past, military actions in foreign locations, periodic elevated terrorism alerts and fears from publicized contagious disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.
The terrorism and security incidents in the past, military actions in foreign locations, periodically elevated terrorism alerts and fears from publicized contagious disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.
Venu makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to date. Estimates regarding the number and timing of future venue openings is based on various factors, such as the status of projects under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities.
Venu makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to date. Estimates regarding the number and timing of future venue openings are based on various factors, such as the status of projects under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities.
Venu also requires a number of licenses in multiple jurisdictions to operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements and other authorizations. Failure to receive or retain, or the suspension of, liquor licenses or permits could interrupt or terminate our ability to serve alcoholic beverages at our venue.
Venu also requires a number of licenses in multiple jurisdictions to operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements and other authorizations. Failure to receive or retain, or the suspension of liquor licenses or permits could interrupt or terminate our ability to serve alcoholic beverages at our venues.
Venu’s goal is to open additional venues through 2026 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction of the improvements and build-out of those locations.
Venu’s goal is to open additional venues through 2030 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction of the improvements and build-out of those locations.
Venu’s future successes depend on its ability to identify, attract, hire, train, retain and motivate highly skilled executive, technical, sales and marketing, business development, and store level personnel including restaurant managers and kitchen managers. Venu is currently particularly dependent on the efforts of JW Roth. The loss of Mr.
Venu’s future successes depend on its ability to identify, attract, hire, train, retain and motivate highly skilled executives, technical, sales and marketing, business development, and store level personnel including restaurant managers and kitchen managers. Venu is currently particularly dependent on the efforts of JW Roth. The loss of Mr.
If Venu unable to provide reliable and timely financial reports in the future, its business and reputation may be harmed.
If Venu is unable to provide reliable and timely financial reports in the future, its business and reputation may be harmed.
We have also seen changes in consumer behavior that we attribute to inflationary pressures, particularly impacting consumers’ discretionary-spending behaviors.
We have also seen changes in consumer behavior that we attribute, in part, to inflationary pressures, particularly impacting consumers’ discretionary-spending behaviors.
Availability of staff varies widely from location to location. Many staff members are in entry-level or part-time positions, typically with high turnover rates. High turnover of store management and staff would cause Venu to incur higher direct costs associated with recruiting, training, and retaining replacement personnel.
Availability of staff varies widely from location to location. Many staff members are in entry-level or part-time positions, typically with high turnover rates. High turnover of venue management and staff would cause Venu to incur higher direct costs associated with recruiting, training, and retaining replacement personnel.
Venu’s estimates and projections with respect to opening dates, costs estimates, event scheduling, or other matters inherent in the development and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets.
Venu’s estimates and projections with respect to opening dates, cost estimates, event scheduling, or other matters inherent in the development and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets.
Real estate development and ownership is subject to extensive regulation related to zoning, land use, building design, taxation, construction materials, warranties, environmental protection, and workplace safety, among others. Projects may be subject to legal challenges brought by governmental authorities or private parties.
Real estate development and ownership are subject to extensive regulation related to zoning, land use, building design, taxation, construction materials, warranties, environmental protection, and workplace safety, among others. Projects may be subject to legal challenges brought by governmental authorities or private parties.
Venu is subject to various data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information.
Venu is subject to various data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, imposes certain requirements relating to the privacy and security of personal information.
Various components of the construction and development of new venue locations will require approvals from local government officials or agencies. Land-use regulations, construction permits, and other regulatory requirements at the state and local level can require significant time and knowledge to obtain.
Various components of the construction and development of new venue locations will require approval from local government officials or agencies. Land-use regulations, construction permits, and other regulatory requirements at the state and local level can require significant time and knowledge to obtain.
We believe that growing, protecting, maintaining and enhancing our name and brand recognition, and greater market awareness for our venues, is integral to our success in our current markets, particularly as we open Ford Amphitheater and as we seek to expand into new markets.
We believe that growing, protecting, maintaining, and enhancing our name and brand recognition, and greater market awareness for our venues, is integral to our success in our current markets, particularly as we opened Ford Amphitheater and as we seek to expand into new markets.
As a result of government mandated assembly limitations and closures implemented in response to the COVID-19 pandemic, Venu’s revenues declined substantially in 2020 and 2021. There can be no assurance that some or all of these restrictions will not be imposed again in the future due to future outbreaks of COVID-19 (including variants) or another pandemic or public health emergency.
As a result of government mandated assembly limitations and closures implemented in response to the COVID-19 pandemic, Venu’s revenues declined substantially in 2020 and 2021. There can be no assurance that some or all of these restrictions will not be imposed again in the future due to another pandemic or public health emergency.
Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and maintain venues that are desirable for performers and attendees both at the time of their opening and over time.
Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and maintain venues that are desirable for performers and attendees both at the time of their opening and overtime.
Venu is progressing with its venue strategy to create, build, and own new music and entertainment-focused outdoor amphitheater venues — its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma and Texas.
Venu is progressing with its venue strategy to create, build, and own new music and entertainment-focused multi-seasonal amphitheater venues — its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma and Texas.
Similarly, the terms of the public-private partnership agreements with the City of McKinney, Texas (“ McKinney ”) entered into in March 2024 related to a planned open-air amphitheater and entertainment complex (the “ McKinney Complex ”) in McKinney impose a $250,000 termination fee on Venu if it is unable to close on the property acquisition within 30 days of the date of entitlement (“ Entitlement ”) and impose fees on Venu if it does not obtain a temporary certificate of occupancy within 36 months of Entitlement and a final certificate of occupancy within 42 months of Entitlement. 38 ● Conditions Related to Public Financing Incentives : Project financing under the public-private partnership arrangements impose various restrictions and obligations on Venu in order to receive certain public accommodations and financial incentives.
Similarly, the terms of the public-private partnership agreements with the City of McKinney, Texas (“ McKinney ”) entered into in March 2024 related to a planned open-air amphitheater and entertainment complex (the “ McKinney Complex ”) in McKinney imposed a $250,000 termination fee on Venu if Venu were unable to close on the property acquisition within 30 days of the date of entitlement (“ Entitlement ”) and impose fees on Venu if it does not obtain a temporary certificate of occupancy within 36 months of Entitlement and a final certificate of occupancy within 42 months of Entitlement. ● Conditions Related to Public Financing Incentives : Project financing under the public-private partnership arrangements imposes various restrictions and obligations on Venu in order to receive certain public accommodations and financial incentives.
The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the Board of Directors may consider relevant.
The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such times as the Board of Directors may consider relevant.
Many of the officers, directors, and principal shareholders of Venu (and its subsidiaries) are involved in Venu’s management and operations, including in roles as officers, directors, managers, and/or equity holders of Hospitality Income & Asset, LLC and 13141 BP, LLC, and landlords to three of Venu’s operating subsidiaries: BBST, BBP, and Notes.
Many of the officers, directors, and principal shareholders of Venu (and its subsidiaries) are involved in Venu’s management and operations, including in roles as officers, directors, managers, and/or equity holders of Hospitality Income & Asset, LLC and 13141 BP, LLC, and landlords to two of Venu’s operating subsidiaries: BBST and BBP.
In addition, the agreement provides for a defined split of the venue’s profits and losses between Venu and AEG in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from such events).
In addition, the agreement provides for a defined split of Ford Amphitheater’s profits and losses between Venu and AEG Presents in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from such events).
These conditions raised substantial doubt about Venu’s ability to continue as a going concern; however, based on management’s plan to add additional venue locations and to continue its business operations, Venu believes that such substantial doubt has been alleviated.
These conditions raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s plan to add additional venue locations and continue its business operations, Venu believes that such substantial doubt has been alleviated.
However, if such communications were held by a court to be “offers” in violation of Section 5 of the Securities Act or applicable provisions of state securities laws with respect to the initial public offering that the Company previously conducted, purchasers of shares of Common Stock in the initial public offering may have rescission rights or claims for damages.
However, if such communications were held by a court to be “offers” in violation of Section 5 of the Securities Act or applicable provisions of state securities laws with respect to any public offering that the Company previously conducted or conducts in the future, purchasers of shares of Common Stock in the public offering may have rescission rights or claims for damages.
By way of example, pursuant to the agreement between Sunset at Broken Arrow LLC (“ Sunset BA ”), one of Venu’s subsidiaries, and the City of Broken Arrow, Oklahoma (“ Broken Arrow ”), Sunset BA must complete the amphitheater’s construction by December 31, 2025, subject to certain conditions and exceptions.
By way of example, pursuant to the agreement between Sunset at Broken Arrow LLC (“ Sunset BA ”), one of Venu’s subsidiaries, and the City of Broken Arrow, Oklahoma (“ Broken Arrow ”), Sunset BA was required to complete the amphitheater’s construction by December 31, 2025, subject to certain conditions and exceptions.
Venu’s operational costs may be greater than projected due to factors beyond Venu’s control that slow project development and may adversely impact Venu’s profitability. The costs in the restaurant and music venue industries are often underestimated and may increase by reason of factors beyond Venu’s control.
Venu’s operational costs may be greater than projected due to factors beyond Venu’s control that slow project development and may adversely impact Venu’s profitability. The costs in the restaurant and music venue industries are often underestimated and may increase because of factors beyond Venu’s control.
For a description of the related-party transactions involving Venu, its subsidiaries, and its management, see the “ Certain Relationships and Related-Party Transactions ” section of this Annual Report. Venu is dependent on its key personnel and will need to hire additional personnel. Venu’s hiring abilities may be strained by current employment trends and economic conditions.
For a description of the related-party transactions involving Venu, its subsidiaries, and its management, see the “Certain Relationships and Related-Party Transactions” section of this Annual Report. Venu is dependent on its key personnel and will need to hire additional personnel. Venu’s hiring abilities may be strained by current employment trends and economic conditions.
Similarly, the public-private partnership between Sunset BA and the City of Broken Arrow, Oklahoma contemplates that the Broken Arrow Economic Development Authority (“BAEDA”) will issue tax-apportionment bonds and notes (“TIF Notes”) and will use the proceeds of the TIF Notes to fund approximately $17.81 million of project-site improvements that are required for the construction and operation of The Sunset BA and to pay for certain other project costs described in the project plan.
Similarly, the public-private partnership between Sunset BA and the City of Broken Arrow, Oklahoma contemplates that the Broken Arrow Economic Development Authority (“ BAEDA ”) will issue tax-apportionment bonds and notes (“ TIF Notes ”) and will use the proceeds of the TIF Notes to fund approximately $17.81 million of project-site improvements that are required for the construction and operation of The Sunset BA and to pay for certain other project costs described in the project plan.
In addition, even if our name and brand recognition and loyalty increases, revenue may not increase at a level commensurate with our marketing spend. 46 The entertainment business in which Venu operates is highly sensitive to customer tastes.
In addition, even if our name and brand recognition and loyalty increases, revenue may not increase at a level commensurate with our marketing spending. 48 The entertainment business in which Venu operates is highly sensitive to customer tastes.
If successfully asserted against us, such claims could inhibit our ability to offer certain products or services, require us to pay substantial costs and damages, force us to obtain licenses to continue our operations, compel us to adopt costly re-designs or modifications, or subject us to other unfavorable terms. Venu is involved in a number of related-party transactions.
If successfully asserted against us, such claims could inhibit our ability to offer certain products or services, require us to pay substantial costs and damages, force us to obtain licenses to continue our operations, compel us to adopt costly re-designs or modifications, or subject us to other unfavorable terms. 57 Risks Related to Our Officers, Directors, Affiliates, and Other Personnel Venu is involved in a number of related-party transactions.
Any return on investment may be limited to the value of our Common Stock. We do not anticipate paying cash dividends on our Common Stock in the foreseeable future.
We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of Venu’s Common Stock. We do not anticipate paying cash dividends on our Common Stock in the foreseeable future.
Although the Company believes the forward-looking statements have reasonable bases, it cannot offer any assurance that it will be able to conduct the operations as contemplated. You should carefully review all of the information and assumptions contained in this Annual Report with your legal, tax, financial, investment, and accounting advisors. Item 1B. Unresolved Staff Comments None.
Although the Company believes the forward-looking statements have reasonable bases, it cannot offer any assurance that it will be able to conduct the operations as contemplated. You should carefully review all of the information and assumptions contained in this Annual Report with your legal, tax, financial, investment, and accounting advisors.
We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including from transactions we may consummate in the succeeding three-year period.
We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including transactions we may consume in the succeeding three-year period.
The protection of customer, employee, and Company data is critical to Venu. It is subject to laws relating to information security, privacy, cashless payments, consumer credit, and fraud. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal and health information.
The protection of customers, employees, and Company data is critical to Venu. Venu is subject to laws relating to information security, privacy, cashless payments, consumer credit, and fraud. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal and health information.
The Company does not believe that the Subsidiary Communications and marketing efforts described above constitute a violation of Section 5 of the Securities Act or of applicable provisions of state securities laws.
The Company does not believe that the Subsidiary Communications and marketing efforts described above constitute a violation of Section 5 of the Securities Act of 1933, as amended (the “ Securities Act ”), or of applicable provisions of state securities laws.
As such, the Board could establish a series of Preferred Stock with enhanced dividend rights, rights of redemption, sinking funds to pay dividends, liquidation, and other rights that would be different than, and preferential to, the rights of the holders of our Common Stock.
As such, the Board could establish one or more individual series of Preferred Stock with enhanced dividend rights, rights of redemption, sinking funds to pay dividends, liquidation, and other rights that would be different than, and preferential to, the rights of the holders of our Common Stock.
Moreover, while we maintain directors’ and officers’ liability insurance, such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party claims and may adversely impact our cash position. 58 If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.
Moreover, while we maintain directors’ and officers’ liability insurance, such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party claims and may adversely impact our cash position. 61 If securities analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business, our Common Stock, or our market, the price of shares of our Common Stock and our trading volume could decline.
We cannot be certain that the measures we will not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditor’s report providing additional information about the audit and the financial statements; undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future.
We cannot be certain that the measures we undertake will ensure that we maintain adequate controls over our financial processes and reporting in the future, nor can we be certain that we will comply with any requirements that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditor’s report providing additional information about the audit and the financial statements.
For example, Venu’s membership interest in The Sunset Amphitheater LLC (which owns Ford Amphitheater) is approximately 10%, however, the governing document for this entity provide that the equity held by third-party investors do not afford those members with voting rights.
For example, Venu’s membership interest in The Sunset Amphitheater LLC (which owns Ford Amphitheater) is approximately 14%, however, the governing document for this entity provides that the equity held by third-party investors does not afford those members with voting rights.
To date, we have not denominated any series of Preferred Stock. Our Articles of Incorporation authorize the Board to establish the designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock and any variations in the relative rights and preferences as between different series of Preferred Stock in accordance with the CBCA.
Our Articles of Incorporation authorize the Board to establish the designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock and any variations in the relative rights and preferences as between different series of Preferred Stock in accordance with the CBCA.
We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including: ● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; ● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditor’s report providing additional information about the audit and the financial statements; ● reduced disclosure obligations regarding executive compensation; and ● not being required to hold a non-binding advisory vote on executive compensation or obtain shareholder approval of any golden parachute payments not previously approved. 59 In addition, as an “emerging growth company” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, unless we later irrevocably elect not to avail ourselves of this exemption.
We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including: ● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; ● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditor’s report providing additional information about the audit and the financial statements; ● reduced disclosure obligations regarding executive compensation; and ● not being required to hold a non-binding advisory vote on executive compensation or obtain shareholder approval of any golden parachute payments not previously approved.
Although Venu has generated increasing revenues since its inception, to date Venu has not been profitable and has incurred net losses in each of 2023 and 2024. Venu expects to continue to spend significant resources to develop, open, and then operate its planned restaurants, venues, and amphitheaters. Venu also expects that it will incur an operating loss in 2025.
Although Venu has generated increasing revenues since its inception, to date Venu has not been profitable and has incurred net losses in each of 2023, 2024, and 2025. Venu expects to continue to spend significant resources to develop, open, and then operate its planned restaurants, venues, and amphitheaters.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOne of the key functions of our board of directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our board of directors ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the board of directors.
Biggest changeOne of the key functions of our board of directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our board of directors’ ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the board of directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSubsidiary Owner Size and Location Status and Operations Sunset Hospitality Collection LLC 4.98 acres in Colorado Springs, CO Site where Roth’s Seafood & Chophouse, Brohan’s bar, and Notes Hospitality Collection are being constructed; leased from Sunset Hospitality Collection LLC to Roth Seafood & Chophouse LLC and Notes Hospitality Collection LLC Notes CS I DST 9.41 acres in Colorado Springs, CO Site where Ford Amphitheater is located; leased to The Sunset Amphitheater LLC pursuant to a ground lease NLRE 1.05 acres in Colorado Springs, CO Vacant land open for development next to Ford Amphitheater NLRE ≈ 5.54 acres in Colorado Springs, CO Developed as a parking lot in connection with the Ford Amphitheater Hospitality Income & Asset, LLC 1.5 acres in Colorado Springs, CO Site where BBST CO restaurant operates; leased from Hospitality Income & Asset, LLC to Bourbon Brothers Smokehouse and Tavern CS, LLC Hospitality Income & Asset, LLC 3.2 acres in Colorado Springs, CO Site where BBP CO indoor music hall operates; leased from Hospitality Income & Asset, LLC to Bourbon Brothers Presents, LLC 13141 BP, LLC 0.73 acres in Colorado Springs, CO Site where Venu-music bar operates; leased from 13141 BP, LLC to 13141 Notes LLC GA HIA, LLC 1.7 acres in Gainesville, GA Site where BBP GA indoor music hall and BBST GA restaurant operate Sunset at McKinney, LLC 46 acres in McKinney, TX Site where The Sunset Amphitheater in McKinney, LLC is to be constructed Lease Obligations Venu or its subsidiaries currently lease facilities as follows: ● BBST CO leases its property from HIA, a majority-owned subsidiary.
Biggest changeSubsidiary Owner Size and Location Status and Operations SHC 4.98 acres in Colorado Springs, CO Site where Roth’s, Brohan’s, and NHC operate; leased from SHC to each of Roth’s and NHC Trust 9.41 acres in Colorado Springs, CO Site where Ford Amphitheater is located; leased to Sunset pursuant to a ground lease NLRE 1.05 acres in Colorado Springs, CO Vacant land open for development next to Ford Amphitheater HIA 1.5 acres in Colorado Springs, CO Site where BBST restaurant operates; leased from HIA to BBST HIA 3.2 acres in Colorado Springs, CO Site where BBP indoor music hall operates; leased from HIA to BBP GAHIA 1.7 acres in Gainesville, GA Site where BBP GA indoor music hall and BBST GA restaurant operate MK 46 acres in McKinney, TX Site where The Sunset Amphitheater in McKinney is being constructed BA 13 acres in Broken Arrow, OK Site where The Sunset Amphitheater in Broken Arrow is being constructed EP 20 acres in El Paso, TX Site where The Sunset Amphitheater in El Paso is to be constructed Centennial 6.4 acres in Centennial, CO Site where BBST restaurant and BBP concert and event venue in Centennial are to be constructed Lease Obligations Venu or its subsidiaries currently lease facilities as follows: ● BBST CS LLC leases the property where BBST CO operates from HIA, a majority-owned subsidiary of Venu.
For the first five years of the initial term of the lease, BBST GA and BBP GA must pay GA HIA an annual base rent of $641,410 and $191,590, respectively. ● Pursuant to a ground lease, The Sunset Amphitheater LLC leases the property on which the Ford Amphitheater is operated from Notes CS I MT, LLC a wholly owned subsidiary of Venu (and the “master tenant” for that property).
For the first five years of the initial term of the lease, BBST GA LLC and BBP GA LLC must pay GA HIA an annual base rent of $641,410 and $191,590, respectively. ● Pursuant to a ground lease, The Sunset Amphitheater LLC leases the property on which Ford Amphitheater is operated from Notes CS I MT, LLC a wholly owned subsidiary of Venu (and the “master tenant” for that property).
The ground lease to which The Sunset Amphitheater LLC is a party is for a 25 year term and provides for annual base rent of $3,222,000 (subject to escalation) which is paid monthly. The ground lease is a triple net lease. The Sunset Amphitheater LLC is also a party to an operations lease with respect to this same property.
The ground lease is for a 25-year term and provides for annual base rent of $3,222,000 (subject to escalation) which is paid monthly. The ground lease is a triple net lease. The Sunset Amphitheater LLC is also a party to an operations lease with respect to this same property.
The tenant will have four, five-year renewal options to extend the lease on identical terms. 63 ● Venu leases its principal executive office in Colorado Springs, Colorado from a third party pursuant to a lease that was assumed from the prior tenant and expires on November 29, 2029.
The tenant will have four, five-year renewal options to extend the lease on identical terms. 66 ● Venu leases its principal executive office in Colorado Springs, Colorado from a third party pursuant to a lease that was assumed from the prior tenant and expires on November 29, 2029.
Item 2. Properties Corporate Office Our principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. 62 Venue-Related Properties Venu indirectly owns properties through certain of its subsidiaries or controlled entities.
Item 2. Properties Corporate Office Our principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. 65 Venue-Related Properties Venu indirectly owns properties through certain of its subsidiaries or controlled entities.
Venu is also party to certain agreements by which it (directly or through a subsidiary) expects to close upon and acquire real estate in Broken Arrow, Oklahoma (related to the Sunset at Broken Arrow), McKinney, Texas (related to the Sunset at McKinney), and El Paso, Texas (related to the Sunset at El Paso).
Venu is also party to certain agreements by which it (directly or through a subsidiary) closed upon and acquired real estate in Broken Arrow, Oklahoma (related to the Sunset at Broken Arrow), McKinney, Texas (related to the Sunset at McKinney), and El Paso, Texas (related to the Sunset at El Paso).
The lease is structured as a triple-net lease (an “ NNN lease ”) with annual rents of $441,190. Base rent increases by 10% every five years through rent escalators in the lease.
The lease is structured as an NNN lease with annual rents of $441,190. Base rent increases by 10% every five years through rent escalators in the lease.
The lease will be structured as an NNN lease with annual rents equal to $2.0 million. Base rent will increase by 10% every five years throughout the initial 20-year lease term.
Each lease is structured as an NNN lease with aggregate annual rents under both leases equal to $2.0 million. Under each lease, base rent will increase by 10% every five years throughout the initial 20-year lease term.
The initial term of the lease is ten years with two, five-year renewal options which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. ● Roth’s and NHC will be leased from Sunset Hospitality Collection LLC, a majority-owned subsidiary of which Venu has full voting control.
The initial term of the lease is ten years with two, five-year renewal options, which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. ● Roth’s Sea & Steak LLC and NHC LLC each lease the property where Roth’s, Brohan’s, and NHC operate from SHC, a majority-owned subsidiary of which Venu has full voting control.
The initial term of the lease is ten years with one, ten-year renewal option, which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. ● BBP CO leases its property from HIA, a majority-owned subsidiary. The lease is structured as an NNN lease.
The initial term of the lease is ten years with one, ten-year renewal option, which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. ● BBP LLC leases the property where BBP CO operates from HIA.
That operations lease and a corresponding operations sublease is generally described above under the subheading “Venu’s Subsidiaries and Properties.” Public-Private Partnerships For a description of the public-private partnerships that we have entered into in connection with the development of venues on our properties, see “Business – Venu’s Subsidiaries and Properties – Public-Private Partnership Obligations” in Item 1 above.
Public-Private Partnerships For a description of the public-private partnerships that we have entered into in connection with the development of venues on our properties, see “Business – Venu’s Subsidiaries and Properties – Public-Private Partnership Obligations” in Item 1 above.
The initial term of the lease is ten years with two, five-year renewal options which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. ● 13141 Notes LLC in Colorado Springs leases its property from 13141 BP, LLC, a wholly owned subsidiary of Venu.
In each case, the initial term of the lease is ten years with four, five-year renewal options, which will give Venu the ability to extend the lease under identical terms and control the property for up to 30 years.
The lease is structured as an NNN lease with annual rents of $218,750. Base rent increases by 10% every five years through rent escalators in the lease.
The lease is structured as an NNN lease with annual rents of $90,000, subject to specified rent adjustments every five years.
Annual rent payments are $230,698, increasing by 1.3% annually. ● BBST GA and BBP GA each leases property from GA HIA, a controlled subsidiary. The initial term of the lease is ten years with four, five-year renewal options, which will give Venu the ability to extend the lease on identical terms and control the property for up to 30 years.
Annual rent payments are $230,698, increasing by 1.3% annually. ● BBST GA LLC and BBP GA LLC each lease the property where BBST GA and BBP GA operate from GA HIA, a controlled subsidiary.
Added
That operations lease and a corresponding operations sublease is generally described above under the subheading “Venu’s Subsidiaries and Properties.” ● Pursuant to a ground lease, Notes Live Real Estate, LLC leases the parking lot on which the Ford Amphitheater is operated from a third-party.
Added
The ground lease is structured as an NNN lease with an option to re-purchase the parking lot within the first three years at a fixed price and annual base rent equal to $1,050,00. Base rent will increase by 2.5% every year throughout the 20-year lease term.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeVenu may face claims brought by third parties, or, from time to time, Venu may make claims or take legal actions to assert its rights. Regardless of the outcome, any such claims or legal proceedings could adversely impact Venu’s business, reputation, operating results, and financial condition because of defense and settlement costs, diversion of resources, and other factors.
Biggest changeAlthough the Company does not consider either of the above matters to be material legal proceedings, these matters and any other claims or legal proceedings could adversely impact the Company’s business, reputation, operating results, and financial condition because of defense and settlement costs, diversion of resources, and other factors.
Results of actual and potential litigation are inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. Item 4. Mine Safety Disclosures Not applicable. Part II
Results of actual and potential litigation are inherently uncertain, and there can be no assurances that favorable outcomes will be obtained.
Item 3. Legal Proceedings Venu is not currently a party to any other current or pending material legal proceedings. From time to time, however, Venu may become a party to various disputes and legal proceedings in the ordinary course of its business.
Item 3. Legal Proceedings From time to time, Venu may become a party to various disputes, legal proceedings, or governmental inquiries in the ordinary course of its business.
Added
On August 20, 2025, the Company and two of its subsidiaries received a subpoena duces tecum from the Oklahoma Division of Securities, compelling the production of documents related to any securities offerings in the State of Oklahoma. The ODS has not asserted any securities violations by the Company or its subsidiaries, and the Company is fully cooperating with the ODS.
Added
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.
Added
The Company believes that the Ford Amphitheater’s operations have complied with applicable laws, and the defendant subsidiaries intend to vigorously defend against all claims. The Company considers this lawsuit to be in the nature of ordinary routine litigation incidental to its business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe offer and sale was effected in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. 65 In each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing relationships.
Biggest changeThe number of shares of Common Stock to be delivered in satisfaction of the Company’s payment obligations under the note would be determined by a quotient with the numerator equal to the amount of principal and interest of the note being satisfied on the applicable payment date and the denominator equal to the average closing sale price of the Company’s Common Stock on the NYSE American LLC over the ten trading days preceding the applicable payment date and with any fractional shares resulting from such calculation to be rounded up to the nearest whole share. 68 In each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing relationships.
The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. 64 Dividends We do not currently intend to pay dividends on our Common Stock.
The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. Dividends We do not currently intend to pay dividends on our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Common Stock is listed on the NYSE American LLC under the symbol “VENU.” Holders of Record There were approximately 573 record holders of our Common Stock at March 12, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Common Stock is listed on the NYSE American LLC under the symbol “VENU.” Holders of Record There were approximately 467 record holders of our Common Stock at March 18, 2026.
Unregistered Sales of Equity Securities The Company sold the following securities during the fiscal year ended December 31, 2024 and subsequently, that were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”): In December 2023, we commenced a private placement of our Common Stock and conducted rolling closings of that offering during 2024 that, in total, resulted in the issuance of an aggregate of 3,497,591 shares of Common Stock in a private offering to a total of 194 accredited investors.
Unregistered Sales of Equity Securities Except as set forth below, no securities were sold during or subsequent to the fiscal year ended December 31, 2025 that were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and were not previously disclosed in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q filed by the Company with the SEC.
Removed
Issuer Repurchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2024.
Added
Although we do not anticipate paying dividends to the holders of our Common Stock in the foreseeable future, the satisfaction of dividend preferences of outstanding shares of our Preferred Stock reduces the amount of funds that would be available for the payment of dividends on shares of our Common Stock.
Removed
The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(c) promulgated thereunder. In January 2024, we issued a convertible promissory note to a single accredited investor (and through December 31, 2024, 76,692 shares of Common Stock were issued to satisfy certain obligations owed to the holder).
Added
Currently, we have an aggregate of 1,008 shares of Series B Preferred Stock outstanding, which we issued to an investor in June 2025 and January 2026.
Removed
In consideration for that investor and Mr. JW Roth, our Chairman, Chief Executive Officer, and founder, each serving as a guarantor of that promissory note, in January 2024, the Company issued to the investor and Mr. Roth a warrant exercisable to purchase 500,000 shares of our Common Stock.
Added
The holder of our outstanding shares of Series B Preferred Stock is entitled to receive cumulative, non-compounding dividends or distributions at an annual rate of 4% of the stated value of $15,000 per share of Series B Preferred Stock, subject to certain adjustments (the “ Series B Dividends ”).
Removed
These issuances were effected in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. In January 2024, we issued a consultant 700,000 shares of our Common Stock in consideration for services rendered to the Company.
Added
The Series B Dividends accrue without interest during two semi-annual dividend periods, accumulate, whether or not earned or declared, on each issued and outstanding share of Series B Preferred Stock from and including the original date of issuance of such share, and are payable semi-annually in arrears.
Removed
The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. Between January 1, 2024 and November 1, 2024, we granted a total of 2,158,333 warrants exercisable to purchase our equity securities for compensatory purposes.
Added
The terms of the Series B Dividends are set forth in the Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock.
Removed
These warrants were issued for compensatory purposes (in lieu of options or other forms of equity awards) and, in substantially all cases, vest ratably over a four-year term. To the extent warrant grants constitute an offer or sale under the Securities Act, they are granted in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Added
Issuer Repurchases of Equity Securities On October 27, 2025, the Company, through its wholly owned subsidiary NLRE, entered into a real estate purchase and sale agreement with a related party to convey the land owned by PPP in Colorado Springs, Colorado, used for Ford Amphitheater parking, for a purchase price of $14,000,000.
Removed
In June 2024, Venu purchased 100% of the membership units of 13141 BP, LLC from its members for a total purchase price of $2,761,000 using equity. Under the terms of the purchase agreement, Venu issued 276,100 shares of Common Stock to the members of 13141 BP, LLC.
Added
As payment of the purchase price, the Company received $7,600,000 in cash and 476,190 shares of its Common Stock that the buyer (or an affiliate of the buyer) held, valued at $6,400,000 based on the average NYSE American LLC closing sale price of the Common Stock over the seven trading days preceding November 5, 2025, the closing date of the sale.
Removed
The shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act. In January 2025 Venu granted an aggregate of 2.5 million stock options under its equity incentive plan in consideration for services rendered to and for the benefit of the Company.
Added
The 476,190 shares of Common Stock were retired into treasury.
Removed
The options were granted in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act. On or about February 28, 2025, we issued a convertible promissory note together with a warrant exercisable to acquire 300,000 shares of common stock to a single accredited investor.
Added
On February 3, 2026, the Company issued a promissory note in the principal amount of $7,758,975.38, which has a maturity date of February 1, 2026.
Added
Interest accrues on the note at a rate of 4.5% per annum on the outstanding principal balance, provided that interest for the initial six-month period is fixed at $29,096.16 per month and payable on August 1, 2026, and interest thereafter accrues at such rate and is payable on the maturity date.
Added
The Company, at its option, has the right, at any time and from time to time, to repay all or any portion of the note in shares of Common Stock rather than cash.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+63 added−58 removed61 unchanged
Biggest changeThe following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024: BBPCO GAHIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Sunset McK Sunset El Venu VIP Notes DST Total ASSETS Cash 260,107 212,512 100,475 31,663 - 1,414,974 767,752 5,723,088 11,808,891 101,469 2,342 205,922 20,629,195 Property and equipment, net 40,583 10,631,874 10,277,794 47,620,003 - 36,724 22,745,062 12,172,841 1,980,140 202,483 - - 105,707,504 Other assets 1,191,762 186,356 723,801 98,108 - - - 349,945 10,086,179 - 11,187 11,000 12,658,338 Total assets 1,492,452 11,030,742 11,102,070 47,749,774 - 1,451,698 23,512,814 18,245,874 23,875,210 303,952 13,529 216,922 138,995,037 LIABILITIES Accounts payable 59,419 413 34,516 95,655 - - 13,507,259 2,669,239 430,518 76,039 14,829 139,779 17,027,666 Accrued expenses and other 365,638 14,452 191,565 167,047 - - 2,535,164 92,112 124,322 - - - 3,490,300 Other long-term liabilities 1,054,770 4,190,509 3,305,253 11,963,333 - - 550,000 - 879,424 - - - 21,943,289 Total Liabilities 1,479,827 4,205,374 3,531,334 12,226,035 - - 16,592,423 2,761,351 1,434,264 76,039 14,829 139,779 42,461,255 Stockholders’ Equity & NCI 12,625 6,825,368 7,570,736 35,523,739 - 1,451,698 6,920,391 15,484,523 22,440,946 227,913 (1,300 ) 77,143 96,533,782 Total liabilities and equity 1,492,452 11,030,742 11,102,070 47,749,774 - 1,451,698 23,512,814 18,245,874 23,875,210 303,952 13,529 216,922 138,995,037 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2023: BBPCO GA HIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Sunset McK Total ASSETS Cash $ 409,973 $ 49,643 $ 110,314 $ 1,281,934 $ 52,462 $ 1,657,511 $ 677,742 $ 6,418,199 - $ 10,657,778 Property and equipment, net 19,956 10,993,207 11,334,305 13,373,408 3,506,517 120,766 48,988 269,137 - 39,666,284 Other assets 1,254,602 76,104 733,332 10,008,993 1,795 399,594 - - - 12,474,420 Total assets $ 1,684,531 $ 11,118,954 $ 12,177,951 $ 24,664,335 $ 3,560,774 $ 2,177,871 $ 726,730 $ 6,687,336 - $ 62,798,482 LIABILITIES Accounts payable $ 35,045 $ 1,103 $ - $ 2,168,812 $ 44,270 $ 36,989 $ 47,681 $ 32,308 - $ 2,366,208 Accrued expenses 264,979 41,520 192,354 83,293 - 20,962 24,925 - - 628,033 Other long-term liabilities 1,054,770 4,336,093 3,404,225 - 3,267,000 - - - - 12,062,088 Total Liabilities $ 1,354,794 $ 4,378,716 $ 3,596,579 $ 2,252,105 $ 3,311,270 $ 57,951 $ 72,606 $ 32,308 - $ 15,056,329 Stockholders’ Equity & NCI $ 329,737 $ 6,740,238 $ 8,581,372 $ 22,412,230 $ 249,504 $ 2,119,920 $ 654,124 $ 6,655,028 - $ 47,742,153 Total liabilities and equity $ 1,684,531 $ 11,118,954 $ 12,177,951 $ 24,664,335 $ 3,560,774 $ 2,177,871 $ 726,730 $ 6,687,336 - $ 62,798,482 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.
Biggest changeThis purchase transaction did not result in a change in control of SHC. 82 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025: BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset McK Sunset El Venu Inc Venu VIP Notes DST Sunset Hous Hall at Cen Sunset MC Total ASSETS Cash 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 - 268,524,071 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 - 41,465,517 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 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024: BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset McK Sunset El Venu VIP Notes DST Sunset TN Sunset MC Total ASSETS Cash 260,107 31,663 100,475 212,512 5,723,088 767,752 11,808,891 101,469 2,342 205,922 - 1,414,974 20,629,195 Property and equipment, net 40,583 47,620,003 10,277,794 10,631,874 12,172,841 22,745,062 1,980,140 202,483 - - - 36,724 105,707,504 Other assets 1,191,762 98,108 723,801 186,356 349,945 - 10,086,179 - 11,187 11,000 - - 12,658,338 Total assets 1,492,452 47,749,774 11,102,070 11,030,742 18,245,874 23,512,814 23,875,210 303,952 13,529 216,922 - 1,451,698 138,995,037 LIABILITIES Accounts payable 59,419 95,655 34,516 413 2,669,239 13,507,259 430,518 76,039 14,829 139,779 - - 17,027,666 Accrued expenses and other 365,638 167,047 191,565 14,452 92,112 2,535,164 124,322 - - - - - 3,490,300 Other long-term liabilities 1,054,770 11,963,333 3,305,253 4,190,509 - 550,000 879,424 - - - - - 21,943,289 Total Liabilities 1,479,827 12,226,035 3,531,334 4,205,374 2,761,351 16,592,423 1,434,264 76,039 14,829 139,779 - - 42,461,255 Stockholders’ Equity & NCI 12,625 35,523,739 7,570,736 6,825,368 15,484,523 6,920,391 22,440,946 227,913 (1,300 ) 77,143 - 1,451,698 96,533,782 Total liabilities and equity 1,492,452 47,749,774 11,102,070 11,030,742 18,245,874 23,512,814 23,875,210 303,952 13,529 216,922 - 1,451,698 138,995,037 83 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.
Stockholders’ Equity The Company had two membership classes of units while it was a limited liability company: Class A Voting and Class B Non-Voting Units.
Stockholders’ Equity The Company had two membership classes of membership units while it was a limited liability company: Class A Voting and Class B Non-Voting Units.
On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add its Class C Common Stock as a class of stock.
On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add Class C Common Stock as a class of stock.
At the Ford Amphitheater, we generate net profits that are split with AEG 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.
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.
We generate net profits that are split with AEG 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, etc. within our net amphitheater revenue recognition from AEG.
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, etc. within our net amphitheater revenue recognition from AEG Presents.
Please also see the section entitled “Cautionary Note Regarding 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.
Please see the section entitled “Cautionary Note Regarding 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.
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.
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. 84 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.
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. 70 Restaurant Operations.
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. 73 Restaurant Operations.
This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’ Equity.
This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Consolidated Statement of Change in Stockholders’ Equity.
Upon the Company’s conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company’s Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock.
Upon the Company’s conversion on April 6, 2022 from a limited liability company to a C corporation, the Company’s Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock.
Framing either side of Roth’s will be two configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events.
Framing either side of Roth’s will be two configurable hospitality spaces to be used for hosting corporate events, weddings, trade shows, conventions, and other events.
The following discussion and analysis (this “ MD&A ”) is intended to highlight and supplement data and information presented elsewhere in this Annual Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, together with the related notes thereto.
The following discussion and analysis (this “ MD&A ”) is intended to highlight and supplement data and information presented elsewhere in this Annual 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, together with the related notes thereto.
Item 7. 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 years ended December 31, 2024 and 2023, together with the related notes thereto.
Item 7. 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 years ended December 31, 2025 and 2024, together with the related notes thereto.
The Company reports its segment information to reflect the manner in which the chief operating decision maker (the “CODM”) reviews and assesses performance. The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole.
The Company reports its segment information to reflect the manner in which the chief operating decision maker (the “ CODM ”) reviews and assesses performance. The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole.
Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented. 80 Going Concern Our consolidated financial statements for the years ended December 31, 2024 and 2023 were 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.
Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented. Going Concern Our consolidated financial statements for the years ended December 31, 2025 and 2024 were 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.
Our BBP music halls can quickly be transitioned from one configuration to the next.
Our BBP music halls can be transitioned from one configuration to the next.
In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to Sunshine Advisors, LLC, an outside consultant.
In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to an outside consultant.
We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements. 78 We record amounts collected prior to the event as deferred revenue until the event occurs.
We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements. 80 We record amounts collected prior to the event as deferred revenue until the event occurs.
Initial Public Offering On November 26, 2024, we completed our initial public offering (the “ Offering ”) of 1,200,000 shares Common Stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000.
Initial Public Offering In November 2024, we completed our initial public offering (the “ Offering ”) of 1,200,000 shares Common Stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000.
We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our firepit suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues.
We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues.
In 2024, we promoted and held 219 events at BBP CO, 268 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024.
In 2024, we promoted and held 101 events at BBP CO, 138 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024.
Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our IPO Final Prospectusthis Annual Report.
Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our Annual Report.
The Company contracted with a subsidiary of the Anschutz Entertainment Group (“ AEG ”), 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 our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements.
The Company contracted with AEG Presents, a subsidiary of AEG and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements.
We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors. As of December 31, 2024 and 2023, our deferred revenue totaled $1,528,159 and $764,081, respectively.
We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors. As of December 31, 2025 and 2024, our deferred revenue totaled $1,542,564 and $1,528,159, respectively.
Liquidity and Capital Resources We have devoted substantially all of our efforts to developing our business plan of market expansion, growing our 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, growing into additional markets, while conducting our initial public offering that closed on November 29, 2024.
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 and planning venues in new markets, such as Oklahoma and Texas, and exploring additional markets, while closing on its initial public offering that closed on November 29, 2024.
JW Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 20% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 10% membership interest in Roth Industries.
JW Roth, Venu’s Chairman, CEO, and founder 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.
Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which, once opened in fall 2025, will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.
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.
Roth Industries paid Venu those amounts 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.
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.
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 premier concert one night and a wedding the following afternoon.
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.
The following table summarizes the types of venues we are constructing or plan to develop, describing each by venue type, location, expected opening date, and current status.
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.
Business Segment Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker views our operations and manages the business in one segment.
The parties are negotiating a development agreement. 72 Business Segment Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.
At any time during the period commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.
At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into shares of the Company’s Common Stock of equivalent value, and the shares would be deemed to have a fixed value of $10 per share.
Nonetheless, Venu’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. However, there is no guarantee that we will be able to execute on our business plan.
Nonetheless, the Company’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that the Company will be able to execute on these plans as laid out above.
As of December 31, 2024, the Company had 379,990 shares of Class B Non-Voting Common Stock and 37,471,465 shares of Common Stock issued and outstanding. 81 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.
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.
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. Our Amphitheater Operations generated net profits, over a partial season of 20 shows, of $1,659,291, or 9%, of our total revenue during 2024.
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 over a full season of 28 shows of $3,210,837 or 18% of our total revenue during 2025.
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 years ended December 31, 2024 to December 31, 2023. 66 ● 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.
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 years ended December 31, 2025 to December 31, 2024. ● 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. 69 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.
Fine Dining, Hospitality, and Entertainment Campuses — In summer 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fall 2025, Venu expects for the restaurant operations of Roth’s Seafood & Chophouse to commence.
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.
Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known as Notes Eatery as of May 2024). 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 $10,828,972, or 61%, of our total revenue during 2024.
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.
A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar, Brohan’s, are expected to open for restaurant and bar operations in fall 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development are expected to open in summer 2025.
A fine-dining restaurant, Roth’s Sea & Steak, and a rooftop bar, Brohan’s, opened for restaurant and bar operations in November 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development opened in June 2025.
As components of our single reportable business segment, revenues generated from our “Restaurant including food and beverage” component, our “Event center ticket and fees” component increased $1,306,449 and $2,495,652, respectively, during the year ended December 31, 2024, as compared to the prior year.
As components of our single reportable business segment, revenues generated from our “Event center ticket and fees” component increased $1,396,808 during the year ended December 31, 2025, as compared to the prior year.
While our primary focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.
While our primary focus is building venues in these additional markets, its secondary focus is the development of venues in other prospective markets. While we undergo the construction of these venues during the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues.
Business Combinations On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share. 79 Warrants During the year ended December 31, 2024, we granted a total of 3,158,333 warrants, consisting of 2,158,333 warrants granted to employees and directors and 1,000,000 warrants granted as part of a convertible promissory note.
Business Combinations On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share. 81 Warrants and Stock Options During the year ended December 31, 2025, we granted a total of 4,824,250 warrants and stock options, consisting of (i) an aggregate of 2,500,000 options granted to JW Roth and Kevin O’Neil in exchange for their agreement to serve as personal guarantors of the promissory note issued by the Company at the closing of the Company’s purchase of real property in McKinney, Texas; (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering; (iii) 608,750 warrants and options issued for contributed services; and (iv) 815,500 stock options to employees and directors.
Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations for at least 12 months from the date of this Annual Report.
The Company believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roth’s Sea & Steak and Brohan’s, the anticipated opening of The Sunset BA in fall 2026, and additional capital raising and debt financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of this Annual Report.
In addition, the Company grew its property and equipment, net, to $137,215,936 as of December 31, 2024 compared to $57,737,763 as of December 31, 2023, which represents a year-over-year increase of $79,478,173 or 138%.
In addition, the Company grew its property and equipment, net, to $305,947,277 as of December 31, 2025 compared to $137,215,936 as of December 31, 2024, which represents a year-over-year increase of $168,731,341 or 123%.
Financial Private Equity Offerings Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities. During 2024, we raised $32,059,550 in a private offering of our Common Stock.
Financial Private Equity Offerings Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.
The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $10,000 per month, which did not change from 2023 to 2024. Accordingly, during the 2024 and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments.
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 2024 to 2025.
The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have entered into an agreement with Anschutz Entertainment Group (“ AEG ”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado.
Through a subsidiary, we have 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.
The opening of Ford Amphitheater in August 2024, and the holding of 20 events through December 31, 2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue.
This was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2025 period, as well as the increase in our sponsorship revenue through our sponsorship agreement for that venue.
Consolidated Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 Our results of operations have varied significantly from year to year and may vary significantly in the future.
Consolidated Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 Our results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets forth our results of operations for the years ended December 31, 2025 and 2024, respectively. Ford Amphitheater in Colorado Springs opened August 9, 2024.
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 its flagship restaurant, Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado. ● March 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, which was originally known as “Boot Barn Hall” but, as of August 2024, is known as “Phil Long Music Hall at Bourbon Brothers.” ● June 2021: GA HIA, LLC, a subsidiary of Venu, agreed to purchase land from the Gainesville Redevelopment Authority and entered into a public-private partnership with the City of Gainesville, Georgia pursuant to which Venu agreed to develop its second Bourbon Brothers Presents venue in Gainesville, Georgia. ● September 2022: Venu opened its first live music and social bar, known as “Notes”, in Colorado Springs, Colorado. ● May 2023: Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado. ● June 2023: Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened in August 2024. ● June 2023: Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia. 67 ● June 2023: Venu entered into a term sheet to purchase 21 acres of land in Oklahoma City, Oklahoma with the intent of building The Sunset at Mustang Creek, a 12,500-person outdoor amphitheater.
Key Milestones and Recent Developments Our operations to date have enabled us to achieve growth and various milestones including: ● 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.
The increase of $8,633,889 in cash used during 2024 compared to 2023 was primarily attributable to the increases in accounts payables, accrued expenses, deferred revenue, and licensing liabilities. Net Cash Used in Investing Activities Net cash used in investing activities was $72,409,565 and $31,165,063 during the years ended December 31, 2024 and 2023, respectively.
The increase of $3,891,483 in cash provided during 2025 compared to 2024 was primarily attributable to the increases in equity based compensation, accounts payable, accrued expenses, and deferred revenue. Net Cash Used in Investing Activities Net cash used in investing activities was $133,432,522 and $72,409,565 during the years ended December 31, 2025 and 2024, respectively.
The Company believes the majority of net loss in the 2024 period was largely due to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma and Texas, along with equity based compensation that was issued for services and non-cash financing.
The Company believes the majority of net loss in the 2025 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 the issuance of equity-based compensation for non-cash financing purposes.
We continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.
However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected. 77 Inflation We continue to monitor the impacts of inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.
Our first amphitheater venue is 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 firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience.
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.
Roth’s is expected to open for exterior concert seating in summer 2025, which, along with seating from Notes Hospitality Collection, will open an additional 1,200 seats for viewing concerts at Ford Amphitheater.
Roth’s opened for exterior concert seating in June 2025, which, along with seating from Notes Hospitality Collection, opened an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024.
We had an accumulated deficit of $47,361,208 and $17,021,453 as of the years ended December 31, 2024 and 2023, respectively, and generated cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the years ended December 31, 2024 and 2023, respectively.
We had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and generated cash flows provided by operations of $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively.
The parties amended the Purchase and Sale Agreement in August and October 2024. ● August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue. ● September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation. ● November 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million, 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 will develop The Sunset Amphitheater in McKinney, Texas.
Pursuant to the agreements, Venu is acquiring approximately 17 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. ● September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation. ● November 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million, 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. 70 ● 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.
With respect to the increase in revenue generated during 2024 compared to 2023, the increase was primarily attributable to the opening of Ford Amphitheater in August 2024.
With respect to the increase in revenue generated during 2025 compared to 2024, the increase was primarily attributable to the opening of Ford Amphitheater for a full concert season and holding 28 events from April to October in 2025 compared to only being open for a partial concert season and holding 20 events from August to October in 2024.
The costs attributed to our event centers increased $1,481,697 during the year ended December 31, 2024, as compared to the prior year.
Interest Expense, net Our interest expense, net increased $1,381,372 during the year ended December 31, 2025 as compared to the prior year.
Cominsky each own less than a 1% membership interest in Roth Industries.
Additionally, Steve Cominsky, a director of Venu, is also a member of Roth Industries. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries.
Venue Type Location Current Status Music Halls BBP CO Colorado Springs, CO Opened in March 2019 BBP GA Gainesville, GA Opened in June 2023 Outdoor Amphitheaters Ford Amphitheater Colorado Springs, CO Opened in August 2024 The Sunset OKC Greater Oklahoma City area, OK* Expected to open in late 2026* The Sunset BA Broken Arrow, OK Expected to open in late 2025 or early 2026 The Sunset McKinney McKinney, TX Expected to open in mid-2026 The Sunset El Paso El Paso, TX Expected to open in mid-2026 Restaurants BBST CO Colorado Springs, CO Opened in April 2017 BBST GA Gainesville, GA Opened in June 2023 Notes Eatery Colorado Springs, CO Opened in September 2022 69 Venue Type Location Current Status Fine Dining & Hospitality Collection Roth’s Seafood & Chophouse Colorado Springs, CO Expected to open in summer 2025 for exterior concert seating and fall 2025 for restaurant operations Notes Hospitality Collection Colorado Springs, CO Expected to open in summer 2025 for exterior concert seating and fall 2025 for hosted events Bars Brohan’s Colorado Springs, CO Expected to open in fall 2025 * Venu is currently in active negotiations with a municipality and expects to have a site contracted for The Sunset OKC in the spring of 2025.
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 Fall 2027 or early 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 is under contract to purchase and refurbish a music hall in the Denver metropolitan area. *** Venu has entered into a term sheet with the City of Webster and the Webster Economic Development Corporation with respect to the development of amphitheater in the City of Webster.
The net operating loss for December 31, 2024 and 2023, was $27.4 million and $11.1 million, respectively. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).
In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ ASU 2023-07 ”).
As of December 31, 2024, there was a total of 3,271,694 warrants exercisable with an aggregate intrinsic value of $12,838,379. For the total warrants outstanding of 5,584,293 as of December 31, 2024, the aggregate intrinsic value was $17,892,887. As of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants.
As of December 31, 2025, there was a total of 7,456,264 warrants exercisable with an aggregate intrinsic value of $12,303,982. For the total of 9,752,617 warrants and options outstanding as of December 31, 2025, the aggregate intrinsic value was $14,329,214. As of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants.
The increase of $41,244,502 in cash used during 2024 compared to 2023 was primarily attributable to the increase in the purchase of property and equipment in 2024. Net Cash Provided by Financing Activities Net cash provided by financing activities was $86,420,198 and $32,771,605 during the years ended December 31, 2024 and 2023, respectively.
Net Cash Provided by Financing Activities Net cash provided by financing activities was $129,120,226 and $86,420,198 during the years ended December 31, 2025 and 2024, respectively.
Our F&B costs increased $192,774 during the year ended December 31, 2024, as compared to the prior year, which costs increases were primarily driven by our increase in sales volumes, along with increased raw ingredients and food costs due to inflation. Event Center Costs.
Operating Expenses Food and Beverage Costs. Our F&B costs decreased $29,929 during the year ended December 31, 2025, as compared to the prior year. This was primarily driven by a decrease in sales volumes. Event Center Costs. The costs attributed to our event centers increased $1,020,553 during the year ended December 31, 2025, as compared to the prior year.
There is no guarantee we will be able to execute on our plan above. 77 Cash Flows The following information reflects cash flows for the years presented: Years Ended December 31, 2024 2023 Cash and cash equivalents at beginning of period $ 20,201,104 $ 23,470,734 Net cash provided by (used in) operating activities 3,757,717 (4,876,172 ) Net cash used in investing activities (72,409,565 ) (31,165,063 ) Net cash provided by financing activities 86,420,198 32,771,605 Cash and cash equivalents at end of period $ 37,969,454 $ 20,201,104 Net Cash Used in Operating Activities Net cash provided by (used in) operating activities was $3,757,717 and ($4,876,172) during the years ended December 31, 2024 and 2023, respectively.
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. 79 Cash Flows The following information reflects cash flows for the years presented: Years Ended December 31, 2025 2024 Cash and cash equivalents at beginning of year $ 37,969,454 $ 20,201,104 Net cash provided by operating activities 7,649,200 3,757,717 Net cash used in investing activities (133,432,522 ) (72,409,565 ) Net cash provided by financing activities 129,120,226 86,420,198 Cash and cash equivalents at end of year $ 41,306,358 $ 37,969,454 Net Cash Provided by Operating Activities Net cash provided by operating activities was $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively.
We own 550,000 preferred units, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325, Investments — Other .
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, of which JW Roth, the founder and Chairman, is Venu’s Chairman and Chief Executive Officer. Our officers and directors are also minority equity owners of Roth Industries.
The increase of $53,648,593 in cash provided during 2024 compared to 2023 was primarily attributable to the issuance of shares of Common Stock and the increase in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory note issued by the City of El Paso, Texas.
The increase of $42,700,028 in cash provided during 2025 compared to 2024 was primarily attributable to the receipt of convertible promissory notes, proceeds from sale of Luxe FireSuites, issuance of contingently redeemable convertible cumulative Series B Preferred Stock and sale of subsidiary equity, which were offset by decreases in proceeds from municipality promissory note and issuance of shares of Common Stock in the IPO issued.
We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions and other offering expenses. 71 Overview of Year-to-Year Financial Comparison For the years ended December 31, 2024 and 2023: ● We generated total revenue of $17,834,383 and $12,597,664, respectively, representing year-over-year growth of $5,236,719 or approximately 42%; ● We had a net loss of $32,948,973 and $11,386,793, respectively, representing a year-over-year increase in net loss of $21,562,180 or approximately 189%; ● Our net cash provided by (used in) operating activities was $3,608,417 and $(4,876,172), respectively, representing year-over-year increase in cash provided by operating activities of $8,484,589 or approximately 174%; ● Our net cash used in investing activities was $(74,951,561) and $(31,165,063), respectively, representing year-over-year increase in cash used in investing activities of $43,786,498 or approximately 140%; and ● Our net cash provided by financing activities was $89,111,494 and $32,771,605, respectively, representing year-over-year increase in cash provided by financing activities of $56,339,889 or approximately 172%.
We received net proceeds of approximately $69.8 million, after deducting the underwriting discounts and commissions and other offering expenses. 74 Overview of Year-to-Year Financial Comparison For the years ended December 31, 2025 and 2024: ● We generated total revenue of $17,897,046 and $17,834,383, respectively, representing year-over-year growth of $62,663 or approximately 0.3%; ● We had a net loss of $50,781,223 and $32,948,973, respectively, representing a year-over-year increase in net loss of $17,832,249 or approximately 54%; ● Our net cash provided by operating activities was $7,649,200 and $3,757,717, respectively, representing year-over-year increase in cash provided by operating activities of $3,891,483 or approximately 104%; ● Our net cash used in investing activities was $(133,432,522) and $(72,409,565), respectively, representing year-over-year increase in cash used in investing activities of $61,022,957 or approximately 84%; and ● Our net cash provided by financing activities was $129,120,226 and $86,420,198, respectively, representing year-over-year increase in cash provided by financing activities of $42,700,028 or approximately 49%.
Amphitheaters — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences.
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.
During 2024, we closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550. 76 On January 17, 2024, the Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”), that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction.
However, there is no guarantee that the Company will be able to implement these plans as laid out above. On January 17, 2024, the Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”), which accrues interest at 8.75% per annum, for draws to occur from March 2024 to May 2024.
Our general and administrative expenses increased $5,143,635 during the year ended December 31, 2024 as compared to the prior year, representing approximately 38% of our increases in expenses during 2024 compared to 2023, which included additional expenses related to our efforts to expand the Company’s growth to the additional states of Oklahoma and Texas, which included expenses such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024.
Our general and administrative expenses increased $18,122,299 during the year ended December 31, 2025 as compared to the prior year, representing approximately 70% of our increases in expenses during 2025 compared to 2024, due to the Company’s expansion efforts into additional municipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, and increased sales of interests in our fire suites with increased associated costs.
Our rent costs increased $546,554 during the year ended December 31, 2024, as compared to the prior year, primarily due to the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.
Our labor costs increased $274,583 during the year ended December 31, 2025, as compared to the prior year, primarily due to increases in headcount and minimum wages. Rent Costs.
This was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia, as it was open for a full year in 2024 compared to a half year in 2023 after it opened in June 2023. Labor Costs.
This was primarily due to increase in talent costs of operating our BBP venues in Gainesville, Georgia and Colorado Springs, Colorado, increase in security and parking costs for opening of Ford Amphitheater for a full concert season. Labor Costs.
We believe that (i) cash on hand, (ii) anticipated improved profitability through the next twelve months and thereafter from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) net profits anticipated to be generated by Ford Amphitheater from its full season of operations in 2025, and (iv) additional debt financing and capital raising efforts either at the parent corporation level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit suite related sales and capital raising efforts) will allow us to continue our business operations.
The Company believes that cash on hand, the improved profitability over the next twelve months from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater in 2026 will allow the Company to continue its business operations.
Our increase in equity compensation was primarily the result of equity-based compensation that was issued to employees and for services and non-cash financing during fiscal year 2024 compared to fiscal year 2023. Depreciation and Amortization Costs. Our depreciation and amortization costs increased $1,778,993 during the year ended December 31, 2024 as compared to the prior year.
Depreciation and Amortization Costs. Our depreciation and amortization costs increased $2,521,463 during the year ended December 31, 2025 as compared to the prior year.
In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue.
Our Restaurant Operations business generated $9,773,696, or 55%, of our total revenue during 2025 with Roth’s Sea & Steak opening November of 2025. In 2024, our Restaurant Operations business generated $10,828,972, or 61% of our total revenue.
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You should carefully read the factors set forth in the “Item 1A (Risk Factors” section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements.
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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.
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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, outdoor amphitheaters, restaurants, and bars.

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