Every 424B that Venu Holding Corporation (VENU) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow VENU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VENU filings page.
Venu Holding Corporation is conducting a registered direct offering of $25,000,000 in Senior Secured Convertible Debentures with Warrants to purchase up to 1,000,000 common shares, plus the underlying conversion and exercise shares. The Debentures carry a 5% original issue discount and an initial fixed conversion price of $7.50 per share, with a variable-price feature and an $0.448 floor if payment failures or Events of Default occur.
On the issuance date, Venu expects gross proceeds of $11.875 million, potentially rising to $23.75 million if a $12.5 million holdback tied to an appraisal of The Sunset BA project is released, translating to estimated net proceeds of about $10.9 million or $22.0 million. Proceeds are intended primarily to fund construction and development of The Sunset BA amphitheater in Broken Arrow, Oklahoma, with any remainder for working capital and general corporate purposes. The Debentures are secured by first‑priority liens on key Broken Arrow subsidiaries’ assets and guaranteed personally by Venu’s CEO, include required monthly installments of $5 million principal plus a payment premium, and are subject to an 11,767,980‑share NYSE American Exchange Cap and 4.99%–9.99% beneficial ownership limits.
Venu Holding Corporation has filed a prospectus supplement to sell, through an at-the-market program, up to $250,000,000 of its common stock under a Sales Agreement with ThinkEquity. The Sales Agent may sell shares from time to time as an “at the market offering” and will be paid a 3.0% commission on aggregate gross proceeds.
The prospectus states 57,481,545 shares of Common Stock were outstanding as of the supplement, and the Company intends to use net proceeds, if any, for ongoing venue development (including Oklahoma and Texas projects), sales and marketing, and working capital. The supplement also discloses recent property transactions, including a $20,000,000 Chattanooga land purchase and a sale-leaseback of the Ford Amphitheater property for $49,700,000 closed on June 5, 2026.
Venu Holding Corporation is offering 14,340,000 shares of Common Stock, 4,410,000 Pre-Funded Warrants and 18,750,000 Common Warrants pursuant to a prospectus supplement. The combined public offering price is $4.00 per share with one Common Warrant; Pre-Funded Warrants with an accompanying Common Warrant are offered at $3.999. Each Common Warrant has an exercise price of $5.00, is exercisable immediately and expires five years after issuance. The Pre-Funded Warrants are exercisable at $0.001 and include ownership limits of 4.99% (or, at purchaser election, 9.99%). The offering is expected to raise approximately $69.6 million in net proceeds after underwriting discounts, which the company intends to use to fund development of The Sunset McKinney and The Sunset Broken Arrow, repay a $4.35 million promissory note related to the Centennial property acquisition, and for working capital. The underwriters have a 45-day option to purchase up to an additional 15% of the securities to cover over-allotments. The prospectus supplement includes preliminary estimated financial ranges for Q4 and fiscal year 2025, portfolio and subsidiary ownership details, and risk factors.
Venu Holding Corporation is offering shares of its Common Stock and Pre-Funded Warrants, each sold together with one Common Warrant, pursuant to this prospectus supplement to its base prospectus.
The Pre-Funded Warrants are exercisable at $0.001 and are offered to purchasers who would otherwise exceed 4.99% (or at purchaser election, 9.99%) ownership limits. The Common Warrants are exercisable immediately and expire five years after issuance. Proceeds are earmarked to fund development of The Sunset McKinney and The Sunset Broken Arrow, repay a promissory note of approximately $4.35 million related to the Centennial property acquisition, and for working capital and general corporate purposes. The Company’s Common Stock trades on NYSE American under the symbol VENU, and there is no expected public market for the Pre-Funded Warrants or Common Warrants. Investing involves substantial risks; see the Risk Factors section referenced herein.
Venu Holding Corporation plans a public offering of common stock on the NYSE American to raise funds for its growth pipeline of music venues and restaurants. Net proceeds are earmarked to help develop The Sunset McKinney, The Sunset Broken Arrow, and The Sunset El Paso amphitheaters, complete the Centennial, Colorado music hall and restaurant projects, and provide additional working capital.
The company reports rapid expansion of its asset base and suite-rights programs. For 2025, total revenues are preliminarily estimated at $17.8–$18.7 million, while sales of rights to use firepit suites and Aikman Club memberships are estimated at $125.3–$126.8 million. Total assets as of December 31, 2025 are estimated at $352.8–$355.4 million, up about 98%–100% year over year, with property and equipment estimated at $305.1–$306.7 million. Debt is expected to rise to $58.2–$59.0 million, reflecting construction, aircraft financing, and other development activity.