false
0001770501
0001770501
2025-12-10
2025-12-10
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): December 10, 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
December 10, 2025, Venu Holding Corporation (the “Company”) entered into an Operator Agreement (the “Agreement”)
with Live Nation Worldwide, Inc. (“Live Nation”; together with the Company, the “Parties”) in connection
with the amphitheater being developed by the Company in McKinney, Texas (“The Sunset McKinney”). Under
the Agreement, the Company agreed to lease the premises on which The Sunset Amphitheater is being developed (the “Premises”)
to Live Nation, acting as the tenant. The following description summarizes certain material terms of the Agreement.
Term.
The Agreement has a five-year term (the “Term”) with four successive options to extend the Term for additional five-year
periods. The Term will commence on the earlier of 91 days after the substantial completion of the Premises, or the date Live Nation initially
opens for business to the public at the Premises (such date, the “Commencement Date”).
Exclusive-Booking
Right. The Agreement provides for Live Nation to serve as the exclusive booking agency for all events held at the Premises. However,
subject to certain limitations and requirements, the Agreement also provides the Company the right to schedule live entertainment events
at The Sunset McKinney as well as events such as films, visual presentations (or streaming video), and other similar events.
Exclusive-Use
Requirements. Pursuant to certain exclusive-use requirements in the Agreement, the Premises can be used: (i) as an entertainment
facility for live-music performances or other entertainment; (ii) as a restaurant, bar, or other event space selling food and beverages;
(iii) for the retail sale of general merchandise of Live Nation or its affiliates; or (iv) for any other commercial and retail uses similar
to those of other locations operated by Live Nation or its affiliates. The Parties intend for the Premises to be multifunctional to allow
for varied entertainment and private events, such as musical concerts, comedy acts, club nights, film debuts, film festivals, art festivals,
corporate rentals, and public rentals for functions such as school musicals, graduations, and ceremonies, all with capacities up to the
lawful maximum depending on the specific use and configuration of the spaces within the Premises, and in accordance with, and permitted
by, applicable law.
Conditions
Precedent. The effectiveness of the Agreement is subject to certain conditions precedent that require, among other conditions:
(i) the Company to provide various due-diligence materials to Live Nation within ten business days of executing the Agreement; (ii) the
Company to ensure that the parking and traffic operations for The Sunset McKinney meet the standards typically observed at other
comparable amphitheaters in the United States; (iii) the Parties to agree on permissible decibel levels for events and to agree to a
mutually acceptable resolution if any noise ordinances or sound restrictions are imposed prior to the Commencement Date that materially
impair Live Nation’s ability to operate The Sunset McKinney at concert decibel levels consistent with industry standards;
and (iv) the Parties to agree on an equitable adjustment to the financial terms of the Agreement to offset the impact of any new or increased
ticket taxes, surcharges, or other ticketing deductions, if any, that are imposed prior to the Commencement Date. Certain of these conditions
precedent continue through the term of the Agreement, and, subject to applicable cure periods, if they are not continuously satisfied
give rise to a termination right in favor of Live Nation.
Fee
Arrangements. The Agreement provides for a revenue-sharing arrangement between the Parties under which Live Nation will pay the
Company a percentage of the net profits generated from Live Nation’s events at The Sunset McKinney, after deducting applicable
event-related expenses and other costs and expenses chargeable to the Parties’ co-promotion of events. The percentage of net profits
to be paid to the Company will increase once a certain profit threshold is reached. The Company will also receive a fixed per-ticket
rent payment from Live Nation for each ticket sold to public events operated by Live Nation at The Sunset McKinney, which fee
is subject to a prescribed annual increase. A fixed per-ticket management fee will also be assessed for each ticket sold to each ticketed
event. For each event held at The Sunset McKinney, Live Nation will receive a booking commission equal to a fixed percentage of
the artist’s guaranteed fee. Live Nation will also receive a fixed share of concession sales at each event. All parking fees charged
in connection with any events will be managed and collected by Live Nation but will be distributed between the Parties in accordance
with the profit-sharing provisions of the Agreement.
Annual
Ticket Target; Shortfall Payment. Although the Agreement does not constitute an agreement to book or arrange any specific artist
or event at The Sunset McKinney, the Agreement provides that Live Nation will use commercially reasonable efforts to annually
sell a defined minimum number of aggregate tickets to events at The Sunset McKinney (the “Annual Event Target”).
Subject to certain terms and limited exceptions, Live Nation is obligated to pay a shortfall fee to the Company if annual ticket
sales do not meet the Annual Event Target.
Sponsorship
and Naming Rights. Pursuant to the Agreement, the Company will retain all sponsorship and naming rights for the Premises and
The Sunset McKinney. All sponsorship receipts will be excluded from the profit-sharing arrangement between the Parties, and the
Company will be responsible for all expenses related to procuring, servicing, or delivering sponsorship and naming rights. Live Nation’s
prior written approval will be required for all sponsorship and naming rights.
Right
of First Offer. The Agreement provides Live Nation with a right of first offer (the “ROFO”). Pursuant to the
ROFO, if the Company desires to sell the Premises during the Term of the Agreement or receives a bona fide third-party offer to purchase
the Premises that the Company desires to accept, the Company must first provide written notice to Live Nation. Live Nation will then
have 30 days to elect to exercise its ROFO and purchase the Premises. If Live Nation exercises its ROFO, the Parties must close on an
agreement for the sale of the Premises within 60 days. The ROFO would not apply if the Premises would be sold or transferred as part
of a transaction that constitutes a “Change of Control” (as defined in the Agreement) of the Company.
Subletting
and Other Transfers. Without the Company’s prior written consent, the Agreement prohibits Live Nation from assigning, subletting,
mortgaging, encumbering, pledging, hypothecating, or otherwise transferring (each such action, a “Transfer”) all or
any part of the Agreement or Live Nation’s interest in the Premises. At least 30 days prior to the intended effective date of any
proposed Transfer, Live Nation must request the Company’s consent to such Transfer. If the Company consents to a Transfer, Live
Nation’s transferee will be prohibited from violating any exclusive-use rights granted to any other tenants in connection with
the development of The Sunset McKinney on the date the Transfer is effectuated by sublease, assignment, or other written instrument.
Other
Customary Terms. In addition to the terms described above, the Agreement contains other customary terms and conditions of an
agreement of this nature, including provisions relating to the Company’s obligation to provide or make available a defined minimum
number of parking spaces at the Premises, maintenance and repair obligations, utilities, insurance requirements, indemnification of the
Parties, procedures in the event of damage to the Premises, eminent domain, events of default, force-majeure events, tax and rebate allocations,
lease-termination rights, and customary representations and warranties.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the 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† |
|
Operator Agreement dated December 10, 2025, between the Company and Live Nation Worldwide, Inc. |
| 104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL document) |
| † |
Certain
portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and
are of the type that the registrant treats
as private or confidential. |
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:
December 12, 2025 |
By: |
/s/
J.W. Roth |
| |
|
J.W.
Roth |
| |
|
Chief
Executive Officer and Chairman |
