Venu Holding Corp
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023363
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037568
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 7 current paragraphs.
3 unchanged; 2 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Among the risk factors identified in our Annual Report is a risk factor entitled “Venu’s debt obligations may adversely affect cash flow and impose restrictions on Venu’s ability to operate its business” and a risk factor entitled “Venu is involved in a number of related-party transactions.” During the three months ended June 30, 2026, and subsequently, the Company incurred additional indebtedness in the form of promissory note receivables related to its NNN FireSuite offerings (described in this Quarterly Report), the closing on the Bridge Loan from Ryan, LLC in July 2026 and the issuance of the Debentures on July 31, 2026 (as described in Note 17 in this Quarterly Report, and other reports filed by the Company with the SEC). In addition, the sale lease-back arrangement completed on June 6, 2026 for land underlying the Ford Amphitheater involved a related party. The risk factors identified in our Annual Report, including those identified in this Item 1A, should be read to include the risks associated with transactions and events that occurred during and subsequent to the period ended June 30, 2026.
Current report
Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill through the issuance of Company common stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of common stock to satisfy the accrued interest obligation. The shares were offered and sold pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were issued in a private transaction to a single investor who had represented to the Company, among other things, that it is a sophisticated investor and acquired the shares for investment purposes and for its own account.
Reworded paragraphs (2)
Previous wording
As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.
Current wording
As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), subsequent reports we have filed with the SEC since that date, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.
Previous wording
No securities were sold during or subsequent to the quarter ended March 31, 2026 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were not previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 or a Current Report on Form 8-K or a Quarterly Report on Form 10-Q filed by the Company with the SEC.
Current wording
Except as set forth below, no securities were sold during or subsequent to the quarter ended June 30, 2026, or through the date of filing of this Quarterly Report, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were not previously disclosed in a report filed by the Company with the SEC.