Venu Holding Corp
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
VENU$1.19+0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)* Financial Statements*
The accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item.
(a)(2) Financial Statement Schedules
Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto included in the Index beginning on page F-1 of this Annual Report.
(a)(3)Exhibits
The exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1* | Amended and Restated Articles of Incorporation, dated September 6, 2024 |
| 3.2* | Bylaws of Notes Live, Inc., dated April 5, 2022 |
| 4.1+ | Description of Capital Stock |
| 4.2+ | Specimen Certificate representing shares of Common Stock |
| 4.3* | Representative’s Warrant to be issued to ThinkEquity, LLC |
| 4.4* | Form of Compensatory Warrant |
| 10.1* # | Amended and Restated 2023 Omnibus Incentive Compensation Plan |
| 10.2* # | Employment Agreement dated June 6, 2023 between Notes Live, Inc. and J.W. Roth |
| 10.4* | Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein |
| 10.5* # | Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024 |
| 10.6* | TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022 |
| 10.7* | Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023 |
| 10.8* | First Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated January 31, 2024 |
| 10.9* | Second Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated February 20, 2024 |
| 10.10* | Third Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024 |
| 10.11* | Fourth Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024 |
| 10.12* | Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024 |
| 10.13* † | Exclusive Operating Agreement dated June 14, 2023 by and between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc. |
| 10.15* | $10,000,000 Promissory Note of Notes Live, Inc., dated January 17, 2024, payable to Notes Real Estate And Development, LLC |
| 10.16* | Deed of Trust dated January 2024, between Notes Live Real Estate And Development, LLC and the Public Trustee for the benefit of KWO, LLC |
| 10.17* | Guarantees Fee Agreement dated February 2024 by and between Notes Live, Inc. and J. W. Roth |
| 10.18* | Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013 |
| 10.19* | First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014 |
|---|---|
| 10.20* | Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017 |
| 10.21* | Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018 |
| 10.22* | First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022 |
| 10.23* | Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 7, 2022 |
| 10.24* | Loan Authorization and Agreement dated May 4, 2020 between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration |
| 10.25* | Commercial Promissory Note dated May 26, 2022 delivered by GA HIA, LLC in favor of Pinnacle Bank |
| 10.26* | Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank |
| 10.27* | Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 |
| 10.28* | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 |
| 10.29* | Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated March 14, 2023 |
| 10.30* | Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated April 14, 2023 |
| 10.31* | Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021 |
| 10.32* | Lease Agreement between 13141 BP, LLC and Buttermilk Eatery LLC, dated January 20, 2020 |
| 10.33* | Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021 |
| 10.34* | Unsecured Promissory Note delivered by Notes Live, Inc. in favor of The Sunset Amphitheater LLC, dated March 15, 2023 |
| 10.35* | Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024 |
| 10.36* | Assignment and Assumption of Leases between GA HIA, LLC and Matthew R. Craddock, as Trustee under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020 |
| 10.37* | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022 |
| 10.38* | Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022 |
| 10.39* | Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 |
| 10.40* | Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022 |
| 10.41* | Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023 |
| 10.42* | First Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 |
| 10.43* | Second Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 |
| 10.44* | Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated June 24, 2024 |
| 10.45* | Chapter 380 Economic Development Program Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated July 2, 2024 |
| 10.46* † | Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024 |
| 10.47* | Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024 |
| 10.48* | Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024 |
| 10.49* | First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024 |
| 10.50* | First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024 |
| 10.51* | First Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated October 15, 2024. |
| 10.52* | First Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated August 29, 2024. |
| 10.53* | Second Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated October 28, 2024. |
| 10.54 | Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O’Neil (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024) |
| 10.55+ | Second Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated December 3, 2024. |
| 10.56+ | Secured Convertible Promissory Note in favor of the lender named therein dated February 28, 2025 |
| 10.57# | Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan. |
| 10.58# | Form of Non-qualified Stock Option Award. Agreement under 2023 Omnibus Incentive Plan. |
| 19.1 | Venu Holding Corporation Insider Trading Policy |
| 21.1+ | List of Subsidiaries of Venu Holding Corporation |
| 31.1+ | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2+ | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.1+ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2+ | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97+ | Compensation Clawback Policy |
| 101+ | The following materials from Venu Holding Corporation’s Annual Form on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023; (v) Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements. |
| 104+ | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Filed electronically herewith. |
|---|---|
| * | Incorporated herein by reference to the corresponding exhibit to the Company’s Form S-1 filed on November 12, 2024 (File No. 333-281271). |
| # | Management contract or compensatory plan. |
| † | Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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