Venu Holding (NYSE: VENU) prices $75M stock and warrant offering
Rhea-AI Filing Summary
Venu Holding Corporation completed a sizable equity offering that raised approximately
Each accompanying warrant is exercisable at
Positive
- None.
Negative
- None.
Insights
Venu raised about
Venu Holding Corporation used its effective shelf registration to complete an underwritten public offering of 18,750,000 common shares or pre-funded warrants paired with 18,750,000 warrants at
The structure adds both immediate equity and potential future shares through warrants exercisable at
Net proceeds of roughly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 8, 2026, Venu Holding Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the underwriters named therein (the “Representative”), in connection with the public offering (the “Offering”) of 14,340,000 shares of the Company’s common stock, par value $0.001 per share (“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 to purchase up to 18,750,000 shares of Common Stock (“Common Warrants”). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, was $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, was $3.999. Each Common Warrant has an exercise price of $5.00 per share, is immediately exercisable upon issuance, and will expire on the fifth anniversary of the date of issuance. Each Pre-Funded Warrant is immediately exercisable at an exercise price of $0.001 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The foregoing descriptions of the Common Warrants and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the copies of the forms of Common Warrant and Pre-Funded Warrant filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K (this “Current Report”).
The closing of the Offering took place on March 10, 2026. Pursuant to the Underwriting Agreement, the Company granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the Offering at the applicable public offering price, less the underwriting discount (the “Over-Allotment Option”). On March 9, 2026, the Representative partially exercised the Over-Allotment Option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant. Additionally, on March 10, 2026, the Representative partially exercised the Over-Allotment Option to purchase 2,812,500 shares of Common Stock at a purchase price of $3.7107 per share. As a result of exercises on March 9, 2026 and March 10, 2026, the Over-Allotment Option has been exercised in full by the Representative.
The sale of shares of Common Stock, Pre-Funded Warrants, and accompanying Common Warrants in the Offering generated net proceeds to the Company of approximately $80.1 million, including proceeds generated from the underwriters’ partial exercise of the Over-Allotment Option to purchase additional Common Warrants and shares of Common Stock, after deducting the underwriting discounts and commissions and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund a portion of the development costs of The Sunset McKinney and The Sunset Broken Arrow, to repay a promissory note in the principal amount of $4.35 million issued in connection with the recent acquisition of property in Centennial, Colorado where the Company intends to develop an indoor music hall and restaurant, and for working capital and other general corporate purposes.
The securities described above were offered and have been issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-291873) filed with the Securities and Exchange Commission on December 1, 2025 and declared effective on December 8, 2025, and the related base prospectus and prospectus supplement.
The Underwriting Agreement provides for customary indemnification by each of the Company and the underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, as well as other obligations of the parties and termination provisions. In connection with the closing of the Offering, the Company issued to the Representative a warrant to purchase up to an aggregate of 937,500 shares of Common Stock and, following the Representative’s partial exercise of the Over-Allotment Option to purchase 2,812,500 shares of Common Stock, a warrant to purchase up to an aggregate of 140,625 shares of Common Stock for an aggregate purchase price of $100.00 (collectively, the “Representative’s Warrants”). The Representative’s Warrants are exercisable immediately upon issuance at an exercise price of $5.00 per share and have a term of exercise equal to five years from the date of issuance.
The Underwriting Agreement also requires each of the Company’s officers and directors to enter into a “lock-up” agreement that generally prohibits, without the Representative’s prior written consent and subject to certain customary exceptions, the sale, transfer, or other disposition of shares of the Company’s Common Stock or securities convertible into or exercisable for shares of Common Stock or other equity securities of the Company for a period of 90 days from March 8, 2026, the date of the final prospectus relating to the Offering (the “Final Prospectus”). In addition, the Company agreed under the Underwriting Agreement not to offer, pledge, sell, contract to sell, short sell, or otherwise transfer or dispose of any shares of the Company’s capital stock or securities convertible into or exercisable for shares of the Company’s capital stock for a period of 60 days from the date of the Final Prospectus without the Representative’s prior written consent, subject to certain exceptions. The Underwriting Agreement also contains customary representations, warranties, and covenants made by the Company only for the purpose of entering the Underwriting Agreement, as of specific dates identified in the Underwriting Agreement, and solely for the benefit of the Representative.
The foregoing description of the Underwriting Agreement and the Representative’s Warrants does not purport to be complete and is qualified in entirety by reference to the copies of the Underwriting Agreement and the Representative’s Warrants filed as Exhibits 1.1, 4.3, and 4.4, respectively, to this Current Report. A copy of the opinion of Dykema Gossett PLLC relating to the legality of the issuance and sale of the shares of Common Stock and the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants in the Offering is filed as Exhibit 5.1 hereto.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 8.01 Other Events.
On March 6, 2026, the Company issued a press release announcing the commencement of the Offering. On March 8, 2026, the Company issued a press release announcing the pricing of the Offering. On March 10, 2026, the Company issued a press release announcing the closing of the Offering.
The launch press release, pricing press release, and closing press release are filed as Exhibits 99.1, 99.2, and 99.3, respectively, hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1* | Underwriting Agreement, dated March 8, 2026, between the Company and ThinkEquity LLC | |
| 4.1 | Form of Common Warrant | |
| 4.2 | Form of Pre-Funded Warrant | |
| 4.3 | Form of Representative’s Warrant dated March 10, 2026 | |
| 4.4 | Form of Representative’s Warrant dated March 11, 2026 | |
| 5.1 | Opinion of Dykema Gossett PLLC | |
| 23.1 | Consent of Dykema Gossett PLLC (included in Exhibit 5.1) | |
| 99.1 | Press Release issued by Venu Holding Corporation on March 6, 2026 | |
| 99.2 | Press Release issued by Venu Holding Corporation on March 8, 2026 | |
| 99.3 | Press Release issued by Venu Holding Corporation on March 10, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission. |
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: March 11, 2026 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman |
Exhibit 99.1
Venu Holding Corporation Announces Proposed Public Offering
COLORADO SPRINGS, Colo. – March 6, 2026 — (BUSINESS WIRE) — Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer and operator of upscale live music venues and premium hospitality destinations, today announced that it intends to offer to sell shares of common stock (“Common Stock”) and/or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof, and warrants to purchase Common stock (“Warrants”), in an underwritten public offering. The Company intends to offer, subject to market conditions and other facts, shares of its Common Stock (and/or Pre-Funded Warrants) and Warrants pursuant to a registration statement on Form S-3 filed with the Securities Exchange Commission (the “SEC”). The Company also expects to grant the underwriters a 45-day option to purchase additional shares of the Company’s Common Stock (and/or Pre-Funded Warrants) and/or Warrants to cover over-allotments, if any, at the public offering price, less the underwriting discount. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
ThinkEquity is acting as sole book-runner for the proposed offering.
The Company intends to use the net proceeds from the offering to fund a portion of the development costs of The Sunset McKinney and The Sunset Broken Arrow, to repay a promissory note in the principal amount of $4.35 million issued in connection with the recent acquisition of property in Centennial, Colorado where VENU intends to develop an indoor music hall and restaurant, and for working capital and other general corporate purposes.
A registration statement on Form S-3 (File No. 333-291873) relating to the Company’s securities, including the Common Stock, was declared effective by the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The proposed offering will be made only by means of a prospectus supplement and accompanying prospectus forming a part of the effective registration statement. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, or at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Venu Holding Corporation
Venu Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, and Tixr, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the sections titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the SEC and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, on file with the SEC, as well as in reports subsequently filed by the Company with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contacts
VENU Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live
Exhibit 99.2
Venu Holding Corporation Announces Pricing of $75 million Public Offering
COLORADO SPRINGS, Colo. – March 8, 2026 — (BUSINESS WIRE) — Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer and operator of upscale live music venues and premium hospitality destinations, today announced the pricing of an underwritten public offering of 18,750,000 shares of common stock (or pre-funded warrants (“Pre-Funded Warrant”) in lieu thereof) and one accompanying warrant per share of common stock or Pre-Funded Warrant (“Warrant”). Each share of common stock or Pre-Funded Warrant is being sold to the public at a price of $4.00 (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of $75,000,000 before deducting underwriting fees and offering expenses. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share and will expire five years from the date of issuance. The shares of common stock (or Pre-Funded Warrants) and Warrants can only be purchased together in the offering, but will be issued separately. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of common stock (or Pre-Funded Warrants) and/or additional 2,812,500 Warrants to cover over-allotments at the public offering price, less the underwriting discount. The offering is expected to close on March 10, 2026, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering to fund a portion of the development costs of The Sunset McKinney and The Sunset Broken Arrow, to repay a promissory note in the principal amount of $4.35 million issued in connection with the recent acquisition of property in Centennial, Colorado where VENU intends to develop an indoor music hall and restaurant, and for working capital and other general corporate purposes.
ThinkEquity is acting as the sole book-running manager for the offering.
A registration statement on Form S-3 (File No. 333-291873) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on December 8, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT VENU HOLDING CORPORATION:
Venu Holding Corporation (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality and live music venue developer dedicated to building luxury, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique to Colorado Springs, the more than 9,000-seat Ford Amphitheater and Roth’s Sea and Steak. Expanding with new Sunset Amphitheaters in Oklahoma and Texas, VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the live entertainment experience. Click here for company overview.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Denver Post, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents and NFL Hall of Famer and Founder of EIGHT Elite Light Lager, Troy Aikman, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
CONTACTS:
VENU
Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live
Exhibit 99.3
Venu Holding Corporation Announces Closing of Public Offering
COLORADO SPRINGS, Colo. – March 10, 2026 -- (BUSINESS WIRE) -- Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer, owner, and operator of upscale live music venues and premium hospitality destinations, today announced the closing of its previously announced underwritten public offering of 18,750,000 shares of common stock (or pre-funded warrants (“Pre-Funded Warrant”) in lieu thereof) and one accompanying warrant per share of common stock or Pre-Funded Warrant (“Warrant”). Each share of common stock or Pre-Funded Warrant was sold to the public at a price of $4.00 (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of $75,000,000 before deducting underwriting fees and offering expenses. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share and will expire five years from the date of issuance. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of common stock (or Pre-Funded Warrants) and/or additional 2,812,500 Warrants to cover over-allotments at the public offering price, less the underwriting discount.
The Company intends to use the net proceeds from the offering to fund a portion of the development costs of The Sunset McKinney and The Sunset Broken Arrow, to repay a promissory note in the principal amount of $4.35 million issued in connection with the recent acquisition of property in Centennial, Colorado where VENU intends to develop an indoor music hall and restaurant, and for working capital and other general corporate purposes.
ThinkEquity acted as the sole book-runner for the offering.
A registration statement on Form S-3 (File No. 333-291873) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on December 8, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT VENU HOLDING CORPORATION:
Venu Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Billboard, Aramark Sports + Entertainment, Tixr, Boston Common Golf, and VENU shareholders Niall Horan, and Dierks Bentley, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
CONTACTS:
VENU Media Relations
Chloe Polhamus, cpolhamus@venu.live
FAQ
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Filing Exhibits & Attachments
16 documentsPress Releases
