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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): June 5, 2026
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.
Purchase
and Sale Agreement
On
June 5, 2026 (the “Closing Date”), Notes CS I, DST (the “Subsidiary”), a Delaware statutory trust
and a controlled subsidiary of Venu Holding Corporation (the “Company”), entered into a Purchase and Sale Agreement
dated June 5, 2026 (the “PSA”) with O’Neil Roth Ford, LLC, a Colorado limited liability company (“ORF”).
Pursuant to the PSA, on the Closing Date, the Subsidiary sold approximately 9.5 acres of land in Colorado Springs, Colorado (the “Property”),
on which the Company’s Ford Amphitheater was developed and operates, to ORF (the “Sale”) for a purchase price
of $49,700,000 (the “Purchase Price”). The Sale did not involve the Ford Amphitheater itself, only the ground underlying
the amphitheater. ORF is co-owned and co-managed by a shareholder of the Company (the “Shareholder”) and the Company’s
Chief Executive Officer and Chairman (together with the Shareholder, the “Co-Managers”).
As
part of the Sale and the other transactions described in this Current Report on Form 8-K (this “Current Report”),
and to facilitate the sale-leaseback of the Property as described below, Notes Live Real Estate LLC, a wholly-owned subsidiary of the
Company (“NLRE”), also conveyed to ORF an approximately 1.1-acre undeveloped parcel of land in Colorado Springs that
is adjacent to the Ford Amphitheater (the “Undeveloped Parcel”) for a purchase price of $10.00.
Company
management negotiated the Sale as part of the Company’s broader strategy of utilizing various financing and capital sources to
support the development of the Company’s projects. Through the Sale, the Company was able to monetize the Property and generate
additional liquidity and capital resources to provide additional support to the Company’s on-going development activities. The
Sale of the Property and the entry into the New Lease (as defined below) are consistent with the Company’s previously disclosed
sale-leaseback financing strategy, as described in various filings and reports made by the Company with the Securities and Exchange Commission
(the “SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange
Act of 1934 (the “Exchange Act”).
The
Purchase Price was equal to the appraised value of the Property and the Undeveloped Parcel, as determined by an independent third-party
appraisal obtained in connection with a secured loan obtained by ORF to acquire the Property (the “Loan”). The Purchase
Price was delivered by ORF to the Subsidiary through a combination of a $29,820,000 cash payment at closing from the proceeds of the
Loan together with a promissory note in the principal amount of $19,880,000 made by ORF in favor of the Subsidiary, which is secured
by a purchase money deed of trust on the Property (the “Note”). The Loan is secured by a 5.5-acre parcel of land that
serves as the primary parking structure for the Ford Amphitheater (the “Collateral Parcel”), which is owned by an
entity wholly owned by the Shareholder and is leased to NLRE under one of the Company’s sale-leaseback transactions. The Collateral
Parcel was not sold with the Property or the Undeveloped Parcel in the Sale. As a condition of the Loan, the Co-Managers
were required to serve as personal guarantors of ORF’s obligations thereunder. The Note bears interest at 4.87% per annum,
and ORF is required to make annual payments of interest only beginning on June 1, 2027. The entire unpaid principal balance of the Note
is due on June 1, 2046. In connection with the Sale, the Company also agreed to issue to ORF (or its assignees) (each, a “Warrant
Holder”) warrants (collectively, the “Warrants”) exercisable to purchase up to an aggregate of 5,000,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price
of $3.79 per share.
The
Subsidiary will use a portion of the proceeds of the Sale to fund the redemption of the beneficial interests in the Subsidiary (the “Interests”)
that are held by third-party Interest holders. Such redemptions are being effected pursuant to Beneficial Interest Purchase and Assignment
Agreements entered into by such holders, which provide for the sale and transfer of their Interests in the Subsidiary to Notes Live Real
Estate LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company. Such agreements also provide that the
holders consent to the Sale of the Property, acknowledge the amounts payable to them in connection with the redemption of their Interests,
and release all claims against the Subsidiary, the Property, ORF, and the Sale proceeds arising from or relating to their Interests.
The
PSA also contains a number of customary terms and conditions for an agreement of this nature, including matters related to tax prorations,
condemnation of the Property, representations and warranties of the parties, and other covenants of the parties.
The
foregoing description of the PSA is not complete and is qualified in its entirety by reference to the full text of the PSA, a copy of
which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Stock
Transfer Agreement
Concurrently
with the closing of the Sale, and in connection with the PSA to, among other things, facilitate the Loan and to satisfy a condition of
the lender, the Company and the Subsidiary entered into Stock Transfer Agreements (collectively, the “STAs”) on the
Closing Date with each of the Shareholder and an entity wholly owned by the Shareholder (together, the “Transferors”).
Pursuant to the STAs, the Transferors transferred to the Company a number of shares of the Company’s Common Stock having an aggregate
value of approximately $10,000,000 (such shares, the “Transferred Shares”; such value, the “Transferred Shares
Value”), with the number of Transferred Shares determined based on the volume weighted average price per share of the Common
Stock on the NYSE American LLC for the 30 trading days immediately preceding the Closing Date (the “Transfer”). In
connection with the Transfer, the Subsidiary (on account of the Company) paid the Transferors an aggregate purchase price equal to the
Transferred Shares Value using a portion of the proceeds of the Sale. The Company intends to retire the Transferred Shares into treasury.
Ground
Lease Agreement
The
Property was previously leased pursuant to a Ground Lease Agreement dated August 21, 2024 (the “Former Lease”), between
Notes CS I MT, LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company that is also an Interest holder
of the Subsidiary, and Sunset Amphitheater, LLC, a subsidiary of the Company that operates as the Ford Amphitheater (“SunsetAmp”).
In connection with the Sale, the Former Lease was terminated effective as of June 4, 2026 (the “Lease Termination”).
Simultaneously with the Lease Termination, ORF and SunsetAmp entered into a new Ground Lease Agreement dated June 4, 2026 (the “New
Lease”), with ORF acting in its capacity as the “Landlord” and SunsetAmp acting in its capacity as the “Tenant”
under the New Lease.
The
terms of the New Lease are substantially similar to those of the Former Lease, except that the annual rent payable under the New Lease
increased from $3,222,000 to $4,224,500 (the “Annual Base Rent”) and is payable to ORF. The Annual Base Rent is subject
to an escalator of 10% every five years commencing on the fifth anniversary of the Rent Commencement Date (as defined in the New Lease)
and continuing thereafter every five years throughout the term of the New Lease, including any extension thereof. The New Lease has an
initial term of 25 years, subject to SunsetAmp’s option to renew the New Lease for five separate and successive 10-year terms.
The New Lease is a “triple net” lease, meaning all costs, charges, indemnities, and expenses of every kind and nature will
be paid by SunsetAmp. The New Lease also contains a number of customary terms and conditions for an agreement of this nature, including
assignment and sublet restrictions, lease-default remedies, insurance requirements, obligations related to environmental compliance,
representations and warranties of the parties, and other covenants of the parties. Like the Former Lease, the New Lease allows the Company
(through SunsetAmp) to retain operational control of the Property following the Sale and permits the Property’s continued utilization
for the Company’s operations in and around the Ford Amphitheater. In accordance with a Land Purchase Option Agreement, at any time
during the twenty-year period following the Closing Date of the Sale, the Company has the option to repurchase the Property from ORF
for a price equal to $50,700,000.
The
foregoing description of the New Lease is not complete and is qualified in its entirety by reference to the full text of the New Lease,
a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
The
agreements described in this Current Report and the transactions contemplated thereby were reviewed and approved by the disinterested
members of the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board in accordance
with the Company’s policy on related-party transactions.
Item
1.02 Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 of this Current Report relating to the Lease Termination is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
Warrants described in Item 1.01 of this Current Report were offered and sold pursuant to the exemption from registration under Section
4(a)(2) of the Securities Act. Each Warrant Holder represented to the Company, among other things, that it is an accredited investor
and acquired the Warrant and the shares of Common Stock underlying such Warrant for investment purposes and for its own account.
Item
8.01 Other Events.
In
May 2026, the form of the Company’s relationship with AEG Presents — Rocky Mountains, LLC, the operator of the Ford Amphitheater
(“AEG Presents”), and the contractual arrangements governing the operations and lease of the Ford Amphitheater were
restructured (the “Restructuring”) by AEG Presents and certain of the Company’s wholly-owned subsidiaries, including
SunsetAmp, Sunset Operations LLC (“SunsetOps”), and Notes Live Foundation, a non-profit organization operating under
the trade name Venu Arts & Culture Foundation (the “Foundation”). As previously disclosed in various filings and
reports made by the Company with the SEC pursuant to the Securities Act and the Exchange Act, the Ford Amphitheater’s operations
and lease were governed by: (i) an Exclusive Operating Agreement between SunsetOps and AEG Presents dated June 14, 2023; (ii) an Operations
Lease Agreement between SunsetAmp and the Foundation; and (iii) an Operations Sublease Agreement between the Foundation and SunsetOps
(such agreements, collectively, the “Former Amphitheater Agreements”). The Company described the material terms of
the Former Amphitheater Agreements in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March
31, 2026.
On
May 11, 2026, the Restructuring was effected by the termination of the Former Amphitheater Agreements by the respective parties thereto,
and the entry into the following agreements, both of which are dated May 11, 2026: (i) a Venue Lease Agreement between SunsetAmp, acting
in its capacity as the “Landlord,” and the Foundation and SunsetOps, acting in their capacities as the “Tenants”
thereunder; and (ii) a Lease Agreement between the Foundation and SunsetOps, acting in their capacities as the “Landlords,”
and AEG Presents, acting in its capacity as the “Tenant” thereunder (such agreements, collectively, the “New Amphitheater
Agreements”). Although the New Amphitheater Agreements restructure the form of the contractual relationships among the parties
thereto, they substantially preserve the economic and operational terms of the Former Amphitheater Agreements. In particular, AEG Presents
will continue to operate the Ford Amphitheater for a fixed term (with renewal options) and will continue to pay fixed and variable operating
fees, including a percentage of venue profits, that are substantially similar to those owed under the Former Amphitheater Agreements.
As such, the Company does not expect the Restructuring to have a material impact on the operations of the Ford Amphitheater or the Company’s
relationship with AEG Presents. The Restructuring does not impact the lease of the Property underlying the Ford Amphitheater described
in Item 1.01 of this Current Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Purchase and Sale Agreement, dated June 5, 2026, between Notes CS I, DST and O’Neil Roth Ford, LLC |
| 10.2 |
|
Ground Lease Agreement, dated June 4, 2026, between O’Neil Roth Ford, LLC and Sunset Amphitheater, 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:
June 11, 2026 |
By: |
/s/
J.W. Roth |
| |
|
J.W.
Roth |
| |
|
Chief
Executive Officer and Chairman |
