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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): November 4, 2025
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.
On
November 4, 2025, Notes Live Real Estate, LLC (“NLRE”), a wholly owned subsidiary of Venu Holding Corporation (the
“Company”), effected a sale-leaseback transaction involving an approximately 5.5-acre parcel of property that is used
as the site of the primary parking structure for the Company’s Ford Amphitheater (the “Property”) by entering
into a Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) with Belmont Manor Apartments, LLC (the
“Purchaser”). The Purchaser is wholly owned by a significant shareholder of the Company. Under the Purchase Agreement,
NLRE agreed to sell the Property to the Purchaser for a purchase price of $14,000,000 (the “Purchase Price”). The
Purchase Price was delivered by the Purchaser to NLRE through a combination of $7,600,000 in cash along with shares of the Company’s
common stock valued at $6,400,000 that were held by the Purchaser (or an affiliate thereof), which the Company intends to retire into
treasury. The closing of the sale of the Property occurred on November 5, 2025 (the “Closing Date”).
As
a closing obligation of the Purchase Agreement, the Parties also entered into a Ground Lease pursuant to which the Purchaser, as landlord,
will lease the Property back to NLRE to allow for the continued use of the Property for parking. Annual base rent is initially $1,050,000
and due in monthly installments, with the annual base rent subject to an annual escalator starting on the first anniversary of
the lease. The Purchase Agreement contains a repurchase option pursuant to which NLRE will have the option to purchase the Property from
the Purchaser for a fixed price at any time during the three-year period following the Closing Date. In addition to the terms described
above, the Purchase Agreement contains other customary terms and conditions, including provisions related to the sale and acquisition
of the Property on an “as is” and “where is” basis, the allocation of closing costs, tax prorations, casualty
and condemnation of the Property, events of default, and customary representations and warranties.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Real Estate Purchase and Sale Agreement dated November 4, 2025, between Notes Live Real Estate, LLC, and Belmont Manor Apartments, LLC |
| |
|
|
104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VENU HOLDING
CORPORATION |
| |
(Registrant) |
| |
|
| Dated: November
10, 2025 |
By: |
/s/
J.W. Roth |
| |
|
J.W. Roth |
| |
|
Chief Executive Officer and
Chairman |
