Venu Holding Corp

false 0001770501 0001770501 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2026 VENU HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Colorado 001-42422 82-0890721 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1755 Telstar Drive , Suite 501 Colorado Springs , Colorado 80920 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (719) 895-5483 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $.001 per share VENU NYSE AMERICAN Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 31, 2026 (the “ Issuance Date ”), Venu Holding Corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Purchaser ”) in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured Convertible Debentures (the “ Debentures ”) to the Purchaser, which are convertible into shares of the Company’s common stock, par value $0.001 (“ Common Stock ”), and warrants to purchase up to 1,000,000 shares of Common Stock (the “ Warrants ”). The Debentures and the Warrants are immediately separable and were issued separately, but they were purchased together by the Purchaser in accordance with the Purchase Agreement. The Purchase Agreement sets forth the terms and conditions governing the Company’s issuance and sale of the Debentures and the Warrants, including the respective closing obligations of the Company and the Purchaser. The Purchase Agreement also contains customary representations, warranties, and agreements of the Company and the Purchaser and provides for customary indemnification rights and obligations of the parties thereto. Debentures Pursuant to the Debentures, $12,500,000 of the original principal amount funded to the Company by the Purchaser on the Issuance Date (the “ Holdback Amount ”) will initially be held in an account as cash collateral for the Company’s obligations under the Debentures pending the Company’s delivery of an appraisal of the real property and improvements comprising the amphitheater it is developing in Broken Arrow, Oklahoma (“ The Sunset BA ”). If the appraisal is satisfactory to the Purchaser and the collateral agent appointed under the Purchase Agreement, the Holdback Amount will be released and delivered to the Company. If the appraisal is not delivered within 14 days after the Issuance Date or is not satisfactory to the Purchaser or the collateral agent, the Purchaser will have the option to apply the Holdback Amount to repay an equal portion of the principal amount of the Debentures, at par value and without payment of the Payment Premium (as defined below). The Debentures will mature on July 31, 2027 (the “ Maturity Date ”), unless earlier converted or redeemed. The Debentures have an original issue discount of 5%. Accordingly, on the Issuance Date, the Company received gross proceeds of $11,875,000 before fees and expenses. If the Holdback Amount is subsequently released to the Company pursuant to the Debentures, the Company will receive additional gross proceeds of $11,875,000, resulting in aggregate gross proceeds to the Company of $23,750,000 before fees and expenses. After payment of applicable placement agent fees and offering expenses payable by the Company, the Company intends to use the resulting net proceeds from the sale of the Debentures and the Warrants primarily for the ongoing construction and development costs of The Sunset BA. The Debentures do not bear interest unless and until the occurrence of an event of default described in the Debentures (an “ Event of Default ”), in which case the Debentures will accrue interest at a rate of 18% per annum for so long as such Event of Default remains uncured. Upon an Event of Default, the Purchaser may accelerate the Debentures and require all interest and other outstanding amounts under the Debentures to become immediately due and payable in cash, in each case subject to the terms of the Debentures. If an Event of Default remains uncured 30 days after its occurrence, then from and after such 30th day and for so long as the Event of Default continues, the Purchaser may convert all or any portion of the outstanding amounts under the Debentures at the Variable Price (as defined below) until all amounts outstanding under the Debentures have been repaid in full. The Debentures constitute senior secured obligations of the Company and are secured pursuant to that certain Pledge and Security Agreement entered into by two of the Company’s majority-owned subsidiaries (of which the Company exercises 100% voting control), Sunset Ground at Broken Arrow, LLC and Sunset at Broken Arrow LLC (each, a “ Grantor ”). Under the Pledge and Security Agreement, the Debentures are secured by first-priority perfected security interests in substantially all of the tangible and intangible assets of each Grantor, subject to certain limitations, and by each Grantor’s pledge of a security interest in all of the equity interests in which such Grantor has any interest, together with all related proceeds thereof. The Company also pledged its membership interest in each Grantor as part of the collateral securing the Company’s obligations under the Debentures. In addition, the Debentures are secured by a first-priority Mortgage granted by Sunset Ground at Broken Arrow, LLC with respect to certain owned real property described therein and a first-priority Leasehold Mortgage granted by Sunset at Broken Arrow LLC with respect to certain leasehold interests described therein. Except for the assets of the Grantors, and the Company’s membership interests in those Grantors, no other Company assets or interests serve as collateral for the Debentures. Furthermore, the obligations under the Debentures, the Purchase Agreement, and all other documents identified as “Transaction Documents” under the Purchase Agreement are personally guaranteed by the Company’s chief executive officer pursuant to a Personal Guaranty. At any time on or after the Issuance Date, the Debentures are convertible at the option of the Purchaser into shares of Common Stock at an initial conversion price of $7.50 per share (the “ Fixed Price ”), subject to adjustment as provided in the Debentures. Beginning on the earlier of (i) the date of the first disbur