EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| EQUITY | NOTE 10 – EQUITY
Stockholders’ Equity
On March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to shares. At that time, the Company allowed its Class B and Class C stockholders to exchange to Class D shares at a 1 to 1 basis.
On September 6, 2024, the Company amended and restated its articles of incorporation so that each share of then outstanding share of Class A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock. The amended and restated articles of incorporation provide that the authorized capital stock of the Company consists of shares of Common Stock, shares of Class B Non-Voting Common Stock and shares of Preferred Stock.
During 2024, the Company closed a private placement offering in which we sold shares of Common Stock and received gross proceeds of $32,059,550.
VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 10 – EQUITY (Continued)
On November 26, 2024, the Company completed an initial public offering of shares common stock at a public offering price of $ per share, generating gross proceeds of $12,000,000. The Company also granted the underwriters a 45-day option to purchase up to additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The closing of the offering took place on November 29, 2024. The Company received net proceeds of approximately $12,300,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses.
On January 3, 2025, the Company issued shares of Common Stock to a services firm at a price of $ per share.
In April 2025, the Company issued a consultant shares of our Common Stock in consideration for services rendered to the Company.
In May 2025, the Company issued a consultant shares of our Common Stock in consideration for services rendered to the Company.
On June 3, 2025, the Company issued shares of Common Stock to KWO in full satisfaction of the Note originally issued to KWO in January 2024.
On June 16, 2025, the Company issued shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock (Series B Preferred Stock) to Aramark Sports and Entertainment Services, LLC, with an aggregate purchase amount of $10.125 million. Each share of Series B Preferred Stock is convertible into shares of Common Stock. The shares of Series B Preferred Stock do not afford the holder voting rights other than as required by law, and each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding dividend at an annual rate of 4% of the Stated Value (being equal to $ per share of Series B Preferred Stock) (the “Series B Dividends”), payable in either cash or shares of the Company’s common stock. The Series B Dividends accrue, without interest and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively. The Series B Dividends are payable semi-annually in arrears on January 15th and July 15th of each year. The Series B Dividends began accruing on June 16, 2025, and is prorated on the basis of a 360-day year consisting of twelve 30-day months. Only holders of Series B Preferred Stock as of the first day of the month in which a dividend is due to be paid (or another date to be no more than 30 days nor less than 10 days prior to the date of the dividend payment, as determined by the Company’s board of directors or a duly authorized officer) are eligible to receive a Series B Dividend for the applicable period.
On June 22, 2025, the Company issued shares of Common Stock in full satisfaction of all principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.
On July 22, 2025, the Company issued shares of Common Stock in satisfaction of % of the principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.
On August 11, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). shares of Series A Preferred Stock were issued, and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued shares of preferred stock.
On August 28, 2025, the Company completed a public offering of shares common stock at a public offering price of $ per share, generating gross proceeds of $34,500,000. The Company also granted the underwriters a 45-day option to purchase up to additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on August 27, 2025. The Company received net proceeds of approximately $32,000,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses.
VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 10 – EQUITY (Continued)
On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of shares common stock at a price of $ per share, generating gross proceeds of $1,000,000.
On September 22, 2025 (“Effective Date”), the Company entered into an Ambassador Agreement with a third party for the purpose of increasing awareness of the Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days thereafter. The number of such shares of common stock to be issued on each grant date during the term will equal a value of $125,000, such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000 and issued shares of Common Stock.
In regards to the Company’s treasury shares, the Company has shares of treasury stock that it acquired through the acquisition of HIA. In addition, on August 12, 2024, the Company purchased shares back from Roth Industries, a related party, at $ per share. On January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, the Company and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number of parking spaces originally contemplated by the Exclusive Operating Agreement. As part of this termination, Live Nation exercised its put right for the shares worth $1,000,000 and the Company repurchased these shares from Live Nation as of September 26, 2024.
On October 27, 2025, the Company entered into a real estate purchase and sale agreement with a related party (“Purchaser”) to convey the land owned by PPP used for parking by Sunset Ops for a purchase price of $14,000,000. The Purchaser is wholly owned by a significant shareholder of the Company. The Company received $7,600,000 in cash and shares of its Common Stock, valued at $6,400,000 based on the average NYSE American Stock Exchange closing sale price over the seven trading days preceding November 5, 2025, resulting in a gain on sale of $6,608,315. The Company also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back for a 20-year term (refer to Note 5 – Leases for further details regarding this lease). As of December 31, 2025 and 2024, the Company had repurchased a total of and treasury shares, respectively.
On October 24, 2025, a total of shares of Class B Non-Voting Common Stock were exchanged for shares of Common Stock.
On October 28, 2025, the Company’s shareholders approved an amendment to the 2023 Plan to increase the number of shares of the Company’s common stock from shares of common stock to shares of common stock.
On November 6, 2025 (“Effective Date”), the Company entered into a Partner Agreement with a third party for the purpose of increasing awareness of the Company. The term of the Agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days thereafter. The number of shares of common stock to be issued on each grant date during the term will equal a value of $, such value to be determined based on the volume weighted average price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000.
VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 10 – EQUITY (Continued)
On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of Common Stock, par value $ per share of the Company (the “Share Repurchase Program”). The Share Repurchase Program expires on December 31, 2026. Repurchases under the Share Repurchase Program may be made from time to time through open-market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase Program at any time prior to its expiration. The timing and actual number of shares of Common Stock repurchased may depend on a variety of factors, including price, available liquidity, cash flows, general market conditions, and alternative opportunities.
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