General Information Company Information Venu Holding Corporation, a Colorado corporation, filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The company's common stock (VENU) is registered on NYSE American LLC. As of August 14, 2025, there were 40,311,231 shares of common stock outstanding Company Filing Details | Detail | Value | | :--- | :--- | | Filing Type | Form 10-Q | | Period Ended | June 30, 2025 | | Registrant Name | Venu Holding Corporation | | State of Incorporation | Colorado | | Trading Symbol | VENU | | Exchange | NYSE American LLC | | Common Stock Outstanding (as of Aug 14, 2025) (shares) | 40,311,231 shares | Cautionary Note Regarding Forward-Looking Statements This section warns readers that the report contains forward-looking statements based on current expectations and assumptions, which are subject to significant risks and uncertainties. Actual results may differ materially, and the company disclaims any obligation to update these statements unless required by law. Key factors that may affect expectations include financial position, revenues, marketing efforts, capital expenditures, economic conditions, and ability to raise future financing - Forward-looking statements are subject to various risks and uncertainties, including projected financial position, estimated cash burn rate, future revenues (dependent on concert/event popularity and artist performance), marketing efforts, capital expenditures, general economic conditions (inflation, interest rate fluctuations, geopolitical tensions), and the ability to raise future financing6911 Part I - Financial Information Item 1 - Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of Venu Holding Corporation, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and specific financial line items for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited) Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 (Audited) ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Assets | 242,045,523 | 178,417,515 | 63,628,008 | 35.66% | | Property and equipment, net | 199,201,653 | 137,215,936 | 61,985,717 | 45.17% | | Total Liabilities | 68,077,178 | 47,600,277 | 20,476,901 | 43.02% | | Total Stockholders' Equity | 163,843,345 | 130,817,238 | 33,026,107 | 25.25% | | Non-controlling interest | 73,654,617 | 35,094,303 | 38,560,314 | 109.88% | Condensed Consolidated Statements of Operations (Unaudited) Key Financial Performance (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues, net | 4,487,307 | 4,175,238 | 312,069 | 7.47% | | Total Operating Costs | 14,794,007 | 8,527,461 | 6,266,546 | 73.49% | | Loss from Operations | (10,306,700) | (4,352,223) | (5,954,477) | 136.82% | | Net Loss | (12,303,594) | (5,269,165) | (7,034,429) | 133.51% | | Net Loss Attributable to Common Stockholders | (11,400,358) | (4,521,099) | (6,879,259) | 152.16% | | Basic and Diluted Net Loss Per Share (Common Stock) ($) | (0.30) | N/A | N/A | N/A | Key Financial Performance (YTD June 30, 2025 vs YTD June 30, 2024) | Metric | YTD June 30, 2025 ($) | YTD June 30, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues, net | 7,986,466 | 8,114,981 | (128,515) | -1.58% | | Total Operating Costs | 36,835,530 | 25,433,989 | 11,401,541 | 44.83% | | Loss from Operations | (28,849,064) | (17,319,008) | (11,530,056) | 66.57% | | Net Loss | (31,736,344) | (21,085,184) | (10,651,160) | 50.52% | | Net Loss Attributable to Common Stockholders | (29,464,088) | (20,120,037) | (9,344,051) | 46.44% | | Basic and Diluted Net Loss Per Share (Common Stock) ($) | (0.77) | N/A | N/A | N/A | Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Changes in Stockholders' Equity (YTD June 30, 2025) | Item | Amount ($) | | :--- | :--- | | Balance at January 1, 2025 | 130,817,238 | | Equity issued for services | 277,900 | | Equity based compensation | 13,024,382 | | Warrants issued as debt discount | 1,486,329 | | Conversion of convertible debt and interest to common stock | 25,072,916 | | Non-controlling interest issuance of shares | 41,067,480 | | Net loss | (31,736,344) | | Balance at June 30, 2025 | 163,843,345 | Condensed Consolidated Statements of Cash Flows (Unaudited) Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (11,484,247) | 6,117,758 | (17,602,005) | -287.73% | | Net cash used in investing activities | (39,216,643) | (31,185,229) | (8,031,414) | 25.76% | | Net cash provided by financing activities | 50,163,414 | 47,622,260 | 2,541,154 | 5.34% | | Net (decrease) increase in cash and cash equivalents | (537,476) | 22,554,789 | (23,092,265) | -102.38% | | Cash and cash equivalents, ending | 37,431,978 | 42,755,893 | (5,323,915) | -12.45% | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed disclosures and explanations for the figures presented in the condensed consolidated financial statements, covering the company's organization, significant accounting policies, and specific financial line items Note 1 – Organization and Description of Business - Venu Holding Corporation (f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017, engaged in hospitality and entertainment, generating revenue from operating restaurants, hosting events, renting event space, and operating outdoor amphitheaters in the United States2728313638454748 - The company operates through numerous consolidated subsidiaries and variable interest entities, including Bourbon Brothers (restaurants, event production, licensing), Notes (restaurant, closed July 2025), Sunset Amphitheater (Ford Amphitheater, opened August 2024), and various development entities for future venues in Oklahoma and Texas Note 2 – Summary of Significant Accounting Policies - The financial statements are prepared under U.S. GAAP, requiring significant management estimates for areas like economic lives of leased assets, impairment assessment of long-lived assets, depreciable lives of property, useful lives of intangible assets, accruals for contingencies, valuation allowances for deferred income tax assets, and fair value estimates for business combinations and equity-based compensation53555973222 - Despite an accumulated deficit of $76,842,171 and net losses, management has concluded there is no substantial doubt about the company's ability to continue as a going concern, based on cash on hand, expected improved profitability from existing operations, the full 2025 season of Ford Amphitheater, and anticipated openings of Roth's Sea & Steak, along with potential additional capital raising and debt financing - Revenue is recognized in accordance with ASC 606, allocating transaction prices to separate performance obligations. This includes restaurant sales (transfer of F&B), venue rentals/events (event occurrence), and sponsorship/naming rights (over agreement term). Amphitheater operations involve profit-sharing with AEG Presents-Rocky Mountains, LLC Note 3 – Property and Equipment Property and Equipment, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Land and buildings | 133,919,619 | 93,377,840 | 40,541,779 | 43.42% | | Construction in progress | 63,988,205 | 40,518,315 | 23,469,890 | 57.92% | | Total Property and equipment, net | 199,201,653 | 137,215,936 | 61,985,717 | 45.17% | - Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2025, were $1,357,281 and $2,715,965, respectively, significantly higher than the $390,776 and $1,215,793 for the same periods in 2024, reflecting additional assets depreciated, particularly the Ford Amphitheater99 Note 4 – Intangibles Intangible Assets, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Naming rights | 400,314 | 400,314 | | Accumulated amortization | (222,398) | (189,038) | | Intangible assets, net | 177,916 | 211,276 | - Intangible assets, primarily naming rights, are amortized on a straight-line basis over six years. Amortization expense was $16,680 for both the three and six months ended June 30, 2025 and 2024. Estimated future amortization is $66,719 for 2026 and 2027, and $44,478 for 2028100 Note 5 – Leases Operating Lease Balances | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Operating lease right-of-use assets, net | 1,174,192 | 1,351,600 | | Total lease liabilities | 1,206,712 | 1,384,848 | Rent Expense and Cash Paid for Leases | Metric | Q2 2025 ($) | Q2 2024 ($) | YTD 2025 ($) | YTD 2024 ($) | | :--- | :--- | :--- | :--- | :--- | | Total rent expense | 468,252 | 306,050 | 881,472 | 642,564 | | Cash paid for rent | 114,275 | 181,159 | 234,873 | 268,635 | - The increase in total rent expense for the six-month period ended June 30, 2025, was primarily attributable to insurance and an additional corporate leased space in McKinney, Texas. The weighted-average remaining lease term was 3.79 years with a weighted-average discount rate of 5.68% as of June 30, 2025105106 Note 6 – Investments - On January 13, 2025, the Company purchased 1,487,099 shares of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) for a cash investment of $1,999,999. This minority investment is carried at fair value and showed no impairment as of June 30, 2025107 Note 7 – Investments in Related Parties Investments in Related Parties | Related Party | December 31, 2023 ($) | December 31, 2024 ($) | June 30, 2025 ($) | | :--- | :--- | :--- | :--- | | Roth Industries LLC | 550,000 | 550,000 | 550,000 | | Innovate CPG, Inc. | - | - | 5,262 | | Total | 550,000 | 550,000 | 555,262 | - The company accounts for these non-controlling interest investments using a practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments108 Note 8 – Related Party Transactions - Venu recognized $35,000 in licensing fees from Roth Industries, LLC for the Bourbon Brothers brand for both the three months ended June 30, 2025 and 2024, and $70,000 for both the six months ended June 30, 2025 and 2024109111112113196 - On June 26, 2024, Venu acquired 100% of 13141 BP, LLC (land and buildings for Notes Eatery) for $2,761,000 via equity issuance (276,100 common shares). This property was sold to a third party on July 18, 2025, leading to the closure of Notes Eatery 13141 BP Acquisition Consideration and Net Assets Acquired (June 26, 2024) | Item | Amount ($) | | :--- | :--- | | Issuance of shares (consideration) | 2,761,000 | | Cash acquired | 74,085 | | Fixed Assets acquired | 2,519,435 | | Lease receivable acquired | 191,028 | | Accrued and other current liabilities assumed | (23,548) | | Net assets acquired | 2,761,000 | Note 9 – Debt Long-Term Debt Summary | Debt Type | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | SBA Economic Injury Disaster Loan | 500,000 | 500,000 | 0 | 0.00% | | Bank loan and promissory notes | 41,318,164 | 15,701,718 | 25,616,446 | 163.14% | | Convertible debt | 2,990,175 | 9,433,313 | (6,443,138) | -68.30% | | Total Long-term debt | 44,808,339 | 25,635,031 | 19,173,308 | 74.79% | - Key debt activities include: conversion of KWO, LLC convertible note into 1,007,292 common shares (June 2025); a $25 million secured promissory note for McKinney, TX land acquisition (no interest, forgivable upon TCO/CO by deadlines); an $8 million forgivable loan from City of El Paso for El Paso Amphitheater development; and new convertible promissory notes totaling $18 million issued in Q1/Q2 2025 with 12% interest and warrants114119120121123 Future Maturities of Long-Term Debt (as of June 30, 2025) | Year | Amount ($) | | :--- | :--- | | 2026 | 337,938 | | 2027 | 25,354,801 | | 2028 | 3,366,876 | | 2029 | 391,104 | | 2030 | 410,674 | | Thereafter | 14,946,946 | | Total long-term debt | 44,808,339 | Note 10 – Equity - In September 2024, Venu reclassified all Class A, C, and D common stock into a single 'Common Stock' class and completed an initial public offering (IPO) in November 2024, generating approximately $12.3 million in net proceeds125127129131132133 - On June 16, 2025, Venu issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock for $10.125 million to Aramark Sports and Entertainment Services, LLC. This preferred stock is convertible into 1,000 common shares per preferred share and is classified as mezzanine equity due to redemption provisions - The company issued 1,007,292 common shares to KWO, LLC to satisfy a convertible note (June 2025) and 1,542,367 common shares for other convertible promissory notes (June 2025). Venu also launched a structured financing model for Luxe FireSuites fractional ownership at new amphitheater locations Note 11 – Earnings Per Share Basic and Diluted Net Loss Per Share (Common Stock) | Period | Basic and Diluted Net Loss Per Share ($) | | :--- | :--- | | Three Months Ended June 30, 2025 | (0.30) | | Six Months Ended June 30, 2025 | (0.77) | - The Series B Preferred Stock, issued on June 16, 2025, is a non-participating security with a fixed 4% cumulative dividend. Its assumed conversion was anti-dilutive and excluded from diluted EPS computation for the three months ended June 30, 2025137138139 Note 12 – Warrants and Stock Options Warrants and Options Activity | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Outstanding Warrants and Options | 9,587,406 | 5,584,293 | | Weighted Average Exercise Price ($) | 8.33 | 6.43 | | Aggregate Intrinsic Value (Outstanding) ($) | 32,218,705 | N/A | | Exercisable Warrants and Options | 7,601,352 | N/A | | Aggregate Intrinsic Value (Exercisable) ($) | 25,667,460 | N/A | - During the six months ended June 30, 2025, 4,297,500 warrants and options were granted, including 2.5 million options to JW Roth and Kevin O'Neil for personal guarantees on the McKinney property promissory note, 900,000 warrants to investors, and 897,500 for contributed services and to employees/directors143228229 Equity-Based Compensation Expense | Period | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | 1,883,762 | 4,688,372 | (2,804,610) | -59.82% | | Six Months Ended June 30 | 13,224,382 | 10,254,826 | 2,969,556 | 28.96% | Note 13 – Accounts Payable and Accrued Expenses Accounts Payable and Accrued Expenses | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Accounts payable | 4,501,312 | 7,283,033 | (2,781,721) | -38.20% | | Accrued expenses | 6,808,828 | 3,556,819 | 3,252,009 | 91.43% | - Accounts payable decreased primarily due to reduced payments to vendors for operations and construction, while accrued expenses increased mainly due to higher accruals for utilities, property taxes, construction vendors, insurance, purchases, and interest146 Note 14 – Commitments and Contingencies - The Company may become party to litigation and other claims in the ordinary course of business, for which management provides if losses are determined to be both probable and estimable147 - Public-private partnerships may require the Company to meet construction timelines and could include liquidated damage clauses, which are also assessed for probable and estimable losses Note 15 – Subsequent Events - Notes Eatery closed operations as of July 18, 2025, following the sale of its land and building by 13141 BP to a third party148149150151 - On July 22, 2025, the Company issued 103,667 shares of Common Stock upon the conversion of a secured promissory note - On August 11, 2025, the Series A Preferred Stock designation was eliminated, and 138,333 warrants were exercised by employees and directors subsequent to June 30, 2025 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Venu Holding Corporation's financial condition and results of operations, comparing the three and six months ended June 30, 2025, to the prior year. It covers the business overview, key financial changes, detailed revenue and expense analysis, factors influencing future results, liquidity and capital resources, and significant accounting policies Business Overview - Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, including music halls, outdoor amphitheaters, restaurants, and bars, with a strategy to expand its portfolio in strategically selected markets154156168170171 - Key milestones include the opening of Ford Amphitheater in Colorado Springs (August 2024), an IPO in November 2024, and strategic partnerships for new amphitheaters in McKinney, TX, El Paso, TX, and Broken Arrow, OK, with anticipated openings in 2026 Revenue Contribution by Segment (Q2 & YTD June 30, 2025) | Segment | Q2 2025 Revenue ($) | Q2 2025 % of Total (%) | YTD 2025 Revenue ($) | YTD 2025 % of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Restaurant Operations | 2,545,178 | 57% | 4,590,094 | 57% | | Event Operations | 1,350,418 | 30% | 2,627,078 | 33% | | Amphitheater Operations | 591,712 | 13% | 769,294 | 10% | | Total Revenues | 4,487,307 | 100% | 7,986,466 | 100% | Financial Overview Key Financial Changes (YTD June 30, 2025 vs Dec 31, 2024 / YTD June 30, 2024) | Metric | June 30, 2025 / YTD 2025 ($) | December 31, 2024 / YTD 2024 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 242,045,523 | 178,417,515 | 36% | | Property and equipment | 199,201,653 | 137,215,936 | 45% | | Q2 Total Revenue | 4,487,307 | 4,175,238 | 7% | | YTD Total Revenue | 7,986,466 | 8,114,986 | -2% | | Q2 Net Loss | (12,303,594) | (5,269,165) | 134% | | YTD Net Loss | (31,736,344) | (21,085,184) | 51% | | YTD Net Cash Used in Operating Activities | (11,484,247) | 6,117,748 (provided) | -288% | | YTD Net Cash Used in Investing Activities | (39,216,643) | (31,185,229) | 26% | | YTD Net Cash Provided by Financing Activities | 50,163,414 | 47,622,260 | 5% | - The increase in net loss is attributed to higher general and administrative expenses and equity compensation expenses, driven by expansion into new municipalities, business development for Luxe FireSuites and NNN offerings, and capital/debt offerings175 Consolidated Results of Operations Revenue Performance (Q2 & YTD June 30) | Revenue Category | Q2 2025 ($) | Q2 2024 ($) | Q2 Change (%) | YTD 2025 ($) | YTD 2024 ($) | YTD Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Restaurant including F&B | 2,545,178 | 2,824,092 | -10% | 4,590,094 | 5,404,194 | -15% | | Event center ticket and fees | 1,274,312 | 1,335,761 | -5% | 2,254,751 | 2,660,656 | -15% | | Rental and sponsorship | 667,817 | 15,385 | 4241% | 1,141,621 | 50,131 | 2177% | | Total Revenues | 4,487,307 | 4,175,238 | 7% | 7,986,466 | 8,114,981 | -2% | Operating Costs Performance (Q2 & YTD June 30) | Operating Cost Category | Q2 2025 ($) | Q2 2024 ($) | Q2 Change (%) | YTD 2025 ($) | YTD 2024 ($) | YTD Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Food and beverage | 613,546 | 643,857 | -5% | 1,111,386 | 1,248,412 | -11% | | Event center | 929,498 | 700,188 | 33% | 1,653,562 | 1,291,470 | 28% | | Labor | 1,118,884 | 1,138,564 | -2% | 2,117,831 | 2,205,962 | -4% | | Rent | 409,959 | 421,678 | -3% | 774,336 | 642,564 | 20.5% | | General and administrative | 8,463,946 | 325,473 | 2501% | 15,204,257 | 8,574,962 | 77.3% | | Equity compensation | 1,883,762 | 4,688,372 | -60% | 13,224,382 | 10,254,826 | 28.96% | | Depreciation and amortization | 1,374,412 | 609,329 | 126% | 2,749,776 | 1,215,793 | 126% | | Total Operating Costs | 14,794,007 | 8,527,461 | 73% | 36,835,530 | 25,433,989 | 45% | - Interest expense increased by 75% in Q2 2025 and 97% year-to-date, primarily due to the addition of convertible promissory notes issued in Q1/Q2 2025 and the amortization of debt discount fees on warrants179183194 Factors that May Influence Future Results of Operations - The company monitors macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, and geopolitical trends, which could impact operations, sales, and profitability197198199201202 - Rising interest rates increase the cost of borrowing and reduce the affordability of land-development projects, while inflation increases costs for building materials, labor, ingredients, supplies, and utilities, requiring careful adjustments to menu prices to balance costs and consumer demand Liquidity and Capital Resources - The company had an accumulated deficit of $76,842,171 as of June 30, 2025, and net cash used in operating activities of $11,484,247 for the six months ended June 30, 2025, a significant decrease from cash provided in the prior year, primarily due to increased net loss and changes in accounts payable174205211212214215216 - Venu anticipates raising additional capital through private sales of debt and equity securities, including membership interests in Luxe FireSuites and selling lease rights to suites, to fund ongoing venue construction and expansion Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (11,484,247) | 6,117,758 | (17,602,005) | -287.73% | | Net cash used in investing activities | (39,216,643) | (31,185,229) | (8,031,414) | 25.76% | | Net cash provided by financing activities | 50,163,414 | 47,622,260 | 2,541,154 | 5.34% | Significant Accounting Policies and Use of Estimates - Revenue recognition follows ASC 606, allocating transaction prices to performance obligations for F&B sales, venue rentals, event tickets, and recognizing naming rights and sponsorship revenue over the agreement term. Amphitheater operations involve net profit splits with AEG Presents-Rocky Mountains, LLC219222223225228229230231 - Investments in related parties without readily determinable fair values are accounted for using a practical expedient at cost minus impairment, plus observable price changes. Leases are classified as operating or financing under ASC 842, with right-of-use assets and lease liabilities recorded - Warrants and options are equity-classified, with compensation expense recognized based on fair value. The company accounts for changes in ownership interest in majority-owned subsidiaries or VIEs as equity transactions, adjusting non-controlling interest accordingly Off-Balance Sheet Arrangements - Venu Holding Corporation does not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, and therefore had no off-balance sheet arrangements during the reported periods235 Stockholders' Equity - On September 6, 2024, Venu amended its Articles of Incorporation to change its legal name to 'Venu Holding Corporation' and convert all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to a single class of 'Common Stock'236237 Outstanding Stock as of June 30, 2025 | Stock Class | Shares Outstanding (shares) | Voting Rights | | :--- | :--- | :--- | | Common Stock | 40,080,292 | One vote per share | | Class B Non-Voting Common Stock | 379,990 | No voting power (except as required by law) | Item 3 - Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Venu Holding Corporation is not required to provide quantitative and qualitative disclosures about market risk. The company also qualifies as an 'emerging growth company' under the JOBS Act, allowing it to take advantage of extended transition periods for new accounting standards and reduced reporting requirements - As a smaller reporting company, Venu is exempt from providing quantitative and qualitative disclosures about market risk pursuant to Item 305(e) of Regulation S-K238239240241 - Venu is an 'emerging growth company' (EGC) under the JOBS Act, electing to use the extended transition period for complying with new or revised accounting standards and benefiting from reduced reporting requirements, such as presenting only two years of audited financial statements and an exemption from an auditor's report on internal controls under Section 404(b) Item 4 - Controls and Procedures As of June 30, 2025, Venu's disclosure controls and procedures were deemed ineffective due to a material weakness in internal controls over financial reporting, specifically limited accounting personnel leading to insufficient segregation of duties and an inadequate financial close process. The company is actively remediating this by enhancing systems, processes, and hiring experienced accounting and finance staff, having increased its accounting staff by 34% during the six months ended June 30, 2025 - As of June 30, 2025, disclosure controls and procedures were not effective due to a material weakness in internal controls over financial reporting, stemming from limited accounting personnel, insufficient segregation of duties, and an inadequate financial close process242243244 - The company's remediation plan involves enhancing systems, processes, and human capital resources, including hiring experienced accounting and finance employees and utilizing external consultants. Accounting staff increased by 34% during the six months ended June 30, 2025 Part II - Other Information Item 1 - Legal Proceedings The company is not currently involved in any legal proceedings that are expected to have a material adverse impact on its financial position or results of operations, though it may be party to various disputes in the ordinary course of business - The Company is not currently engaged in any legal proceedings that are expected, individually or in aggregate, to have a material adverse impact on its financial position or results of operations247 Item 1A - Risk Factors As a smaller reporting company, Venu is not required to provide specific risk factor disclosures in this quarterly report but refers readers to the 'Risk Factors' section in its Annual Report on Form 10-K for the year ended December 31, 2024, for important factors that could materially affect actual results - As a smaller reporting company, Venu is not required to provide disclosure pursuant to this Item 1A but refers readers to the 'Risk Factors' section in its Annual Report on Form 10-K for the year ended December 31, 2024248 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds Venu issued several unregistered equity securities in reliance on Section 4(a)(2) and Rule 506(b) of the Securities Act. This included 1,007,292 common shares to KWO, LLC for a convertible note, 675 Series B Preferred Stock shares for $10.125 million to Aramark, and 20,000 common shares to consultants for services. Additionally, 1,542,367 common shares were issued for convertible promissory notes, and 103,667 common shares for a secured promissory note after June 30, 2025 - On June 3, 2025, Venu issued 1,007,292 shares of Common Stock to KWO, LLC in full satisfaction of a convertible note, relying on Section 4(a)(2) of the Securities Act249250251252253254 - On June 16, 2025, Venu issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock to Aramark Sports and Entertainment Services, LLC for an aggregate purchase amount of $10.125 million, relying on Section 4(a)(2) of the Securities Act - In April and May 2025, Venu issued 10,000 common shares each to two consultants for services. On June 22, 2025, 1,542,367 common shares were issued for convertible promissory notes, and on July 22, 2025, 103,667 common shares for a secured promissory note, all in reliance on Section 4(a)(2) and Rule 506(b) of the Securities Act Item 3 - Defaults Upon Senior Securities This item is not applicable to the company Item 4 - Mine Safety Disclosure This item is not applicable to the company Item 5 - Other Information During Q2 2025, no directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements. The Series A Preferred Stock designation was eliminated on August 12, 2025. The company also has leak-out agreements restricting the sale of 31,869,430 common shares (including 8,630,657 shares beneficially owned by officers and directors) until various dates through November 2028, unless the stock price reaches $25 for ten consecutive trading days before November 25, 2025 - During the quarter ended June 30, 2025, none of the Company's directors or officers adopted, modified, or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement'257258259260262 - On August 12, 2025, the Company filed a revocation to eliminate the Series A 8.0% Cumulative Redeemable Convertible Preferred Stock designation from its Articles of Incorporation, with no shares of Series A Preferred Stock ever issued Common Stock Subject to Leak-Out Restrictions (as of August 14, 2025) | Category | Shares (shares) | Release Date | | :--- | :--- | :--- | | Total shares subject to leak-out restrictions | 31,869,430 | Various | | Released on November 25, 2025 | 6,614,064 | | | Released on November 25, 2026 | 3,208,885 | | | Released on November 25, 2027 | 22,042,981 | | | Released on November 25, 2028 | 3,500 | | | Officer/Director shares subject to leak-out restrictions | 8,630,657 | Various | | Officer/Director shares released on November 25, 2025 | 1,106,179 | | | Officer/Director shares released on November 25, 2026 | 941,481 | | | Officer/Director shares released on November 25, 2027 | 6,582,997 | | Item 6 - Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents for financial data - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)263 Signatures The report is duly signed on behalf of Venu Holding Corporation by JW Roth, Chief Executive Officer and Chairman, and Heather Atkinson, Chief Financial Officer, on August 14, 2025 - The report was signed by JW Roth, Chief Executive Officer and Chairman, and Heather Atkinson, Chief Financial Officer, on August 14, 2025265
Venu Holding Corp(VENU) - 2025 Q2 - Quarterly Report