EQUITY |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| EQUITY | NOTE 10 – EQUITY
Stockholders’ Equity
Preferred Stock
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 (“Aramark”), 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 January 5, 2026, the Company and Aramark entered into an amendment to a binding letter of intent originally entered into in June 2025 (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 to 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 issued, or will issue (i) shares of Series B Preferred Stock for $4.995 million on January 20, 2026, and (ii) shares of Series B Preferred Stock for $5.010 million on October 15, 2026. On January 6, 2026, the Company filed an amendment to the Certificate of Designation, Preferences, and Rights of the Series B Preferred Stock with the Colorado Secretary of State (the “COD Amendment”) for the sole purpose of increasing the number of shares of preferred stock designated as Series B Preferred Stock from shares to shares, thereby allowing the Company to issue the additional shares of Series B Preferred Stock to Aramark. The COD Amendment did not alter or effect the rights, preferences, powers, and restrictions of the Series B Preferred Stock. On January 6, 2026, the Company and Aramark entered into an agreement for the purchase and sale of those additional shares of Series B Preferred Stock.
NOTE 10 – EQUITY (Continued)
Common Stock
On January 3, 2025, the Company issued shares of Common Stock to a services firm at a price of $10 per share.
In April 2025, the Company issued a consultant shares of Common Stock in consideration for services rendered to the Company.
In May 2025, the Company issued a consultant shares of Common Stock in consideration for services rendered to the Company.
On June 3, 2025, the Company issued shares of Common Stock in full satisfaction of obligations owed under a promissory note originally issued to KWO, LLC in January 2024.
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 September 22, 2025, 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $62,500 and $62,500 and issued and shares of Common Stock, respectively.
On October 28, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) to increase the number of shares of the Company’s Common Stock from shares to shares.
On November 6, 2025, 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $0 and $62,500 and issued and shares of Common Stock, respectively.
On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of the Company’s Common Stock (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.
NOTE 10 – EQUITY (Continued)
Class B Common Stock
On October 24, 2025, a total of shares of Class B Non-Voting Common Stock were exchanged for 75,000 shares of Common Stock.
Public and Private Offerings
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.
On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of shares of Common Stock at a price of $ per share, generating gross proceeds of $1,000,000.
On March 10, 2026, the Company closed a public offering of shares of 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 exercisable for a five year term to purchase up to 18,750,000 shares of Common Stock at $ per share (“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 (including from the exercises of the over-allotment option) in the offering generated net proceeds to the Company of approximately $80.1 million, after deducting the underwriting discounts and commissions and other offering expenses.
ATM Program
On June 12, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC as the Company’s sole sales agent (the “Sales Agent”) with respect to the at-the-market offering (the “ATM Offering”) of shares of Venu’s Common Stock having an aggregate offering price of up to $25,000,000. Although the Company may determine the timing and amount of any sales of Common Stock under the Sales Agreement, the Sales Agreement does not obligate the Company or the Sales Agent to sell or buy any shares of Common Stock thereunder. During the three and six months ended June 30, 2026, the Company sold an aggregate of shares of Common Stock in the ATM Offering, generating net proceeds of approximately $3.8 million.
NOTE 10 – EQUITY (Continued)
Treasury Stock
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 October 27, 2025, NLRE, a wholly owned subsidiary of the Company, entered into a real estate purchase and sale agreement with a related party (the “Purchaser”) to convey the land owned by PPP used for parking at Ford Amphitheater for a purchase price of $14,000,000. The Company received $7,600,000 in cash and shares of its Common Stock from the Purchaser (all of which were retired into treasury), 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 (the closing date of the sale), resulting in a gain on sale of $6,608,315. NLRE also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back from the Purchaser for a 20-year term (refer to Note 5 – Leases for further details regarding this lease).
Concurrently with the sale-leaseback arrangement of the DST Property on June 5, 2026, the Company entered into a Stock Transfer Agreement with a related party (the “Transferor”), pursuant to which the Transferor agreed to transfer shares of the Company’s Common Stock to the Company with an aggregate value of approximately $10,000,000 (such shares, the “Transferred Shares”; such value, the “Transferred Shares Value”). The Transferred Shares Value was determined based on the volume weighted average price per share during the preceding thirty days during which the NYSE American was open. On June 5, 2026 and June 8, 2026, the Transferor transferred an aggregate of shares of Common Stock to the Company in exchange for a purchase price equal to the Transferred Shares Value, which was funded using a portion of the proceeds from the sale-leaseback arrangement. The Company retired the Transferred Shares into treasury.
As of June 30, 2026 and December 31, 2025, the Company repurchased a total of and shares of treasury stock (which includes shares of Common Stock and Class B Common Stock), respectively.
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