SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through March 31, 2026, and identified the following:
On January 5, 2026, the Company and Aramark entered into an amendment to the LOI (the “LOI Amendment”) whereby Aramark agreed to become the exclusive provider of certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services (collectively, the “Services”) at two additional Company amphitheaters to be constructed in El Paso, TX and the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date of the Company’s Broken Arrow, OK or McKinney, TX amphitheaters. In connection with the LOI Amendment, Aramark committed an additional $10,005,000 equity investment in the Company by purchasing a total of additional shares of Series B Preferred Stock. In exchange, the Company agreed to issue (i) shares of Series B Preferred Stock for $4.995 million by January 20, 2026, and (ii) shares of Series B Preferred Stock for $5.010 million on October 15, 2026.
The Company granted options to the Chairman and CEO of the Company on January 20, 2026.
In connection with the Partner Agreement dated November 6, 2025, the Company issued shares of Common Stock to the brand ambassador subsequent to December 31, 2025.
VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 17 – SUBSEQUENT EVENTS (Continued)
On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the “Subsidiary”), and Old Mill, LLC (“Old Mill”). Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the “Centennial Property”) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan was repaid in full in March 2026.
On March 8, 2026, the Company completed a public offering of shares of common stock (“Common Stock”), and pre-funded warrants to purchase up to 4,410,000 shares of common stock (“Pre-Funded Warrants”), in lieu of shares of common stock, in each case together with accompanying warrants to purchase up to 18,750,000 shares of common stock (“Common Warrants”). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, was $. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, was $. The Company also granted the underwriters a 45-day option to purchase up to an additional shares of common stock and/or Pre-Funded Warrants and/or Common Warrants to cover any over-allotments in connection with the offering, which the underwriters exercised in full by March 10, 2026. The sale of shares of Common Stock, Pre-Funded Warrants, and accompanying Common Warrants in the offering generated net proceeds to the Company of approximately $80,100,000 million, after deducting the underwriting discounts and commissions and other offering expenses.
The Company sold an additional $2,217,627 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March 31, 2026.
In connection with the Partner Agreement dated September 22, 2025, the Company issued shares of Common Stock to the brand ambassador subsequent to December 31, 2025.
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