Venu Holding Corporation Announces Proposed Public Offering: Key Information for Investors

Summary of the Announcement

Venu Holding Corporation (NYSE American: VENU), a leading developer and operator of upscale live music venues and premium hospitality destinations, has announced its intention to launch a public offering of its securities. The proposed offering will include common stock, pre-funded warrants (in lieu of common stock), and warrants to purchase common stock. The offering will be made through an underwritten process, with ThinkEquity acting as the sole book-runner.

Key Details of the Public Offering

• Securities Offered: The company plans to offer shares of common stock, pre-funded warrants, and warrants to purchase common stock.
• Underwriting: ThinkEquity is serving as the sole book-runner for the transaction.
• Over-Allotment Option: Venu Holding Corporation will grant the underwriters a 45-day option to purchase additional shares, pre-funded warrants, and/or warrants to cover over-allotments at the public offering price, less the underwriting discount.
• Registration Statement: The offering will be conducted pursuant to an effective registration statement on Form S-3 (File No. 333-291873), declared effective by the SEC on December 8, 2025.
• Market Conditions: The offering is subject to market conditions, and there is no certainty regarding whether or when it will be completed, or the ultimate size or terms of the offering.

Use of Proceeds

• Development Projects: Proceeds will fund part of the development costs for The Sunset McKinney and The Sunset Broken Arrow—key new venues in VENU’s portfolio.
• Debt Repayment: A portion of the proceeds will be used to repay a \$4.35 million promissory note related to the recent acquisition of property in Centennial, Colorado, where the company plans to develop an indoor music hall and restaurant.
• General Corporate Purposes: Any remaining funds will be allocated to working capital and other general corporate needs.

Information for Shareholders

• Potentially Price-Sensitive Information:
  • The public offering could result in dilution of existing shareholders depending on the number of new shares or warrants issued.
  • The planned use of funds for new venue developments and debt repayment may have a positive long-term impact on the company’s operational footprint and balance sheet.
  • If market conditions are unfavorable, the offering may not proceed, which could impact the company’s growth initiatives and financial strategy.
• Risk Factors:
  • The press release includes forward-looking statements subject to risks and uncertainties, including those detailed in the company’s “Risk Factors” section of its final prospectus and annual report on Form 10-K for the year ended December 31, 2024, as well as subsequent SEC filings.
  • Shareholders should monitor for further updates once the preliminary prospectus supplement is filed with the SEC and review it for detailed risk disclosures.

Company Overview

Venu Holding Corporation is recognized as a premier owner and operator of luxury, experience-driven entertainment destinations, with a portfolio including 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. The company is expanding across Colorado, Georgia, Oklahoma, and Texas, and has been featured in major publications for its innovative approach to live entertainment. VENU collaborates with leading industry partners such as AEG Presents, Troy Aikman, Aramark Sports + Entertainment, and Tixr.

Next Steps and How to Participate

The offering will be made only by means of a prospectus supplement and accompanying prospectus, which will be available through the SEC’s website and through ThinkEquity once filed. Shareholders and prospective investors are encouraged to review these materials carefully before making any investment decisions.

Contact Information

For media and investor relations, contact:
Chloe Polhamus, [email protected]

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offering will be made only by means of a prospectus supplement and accompanying prospectus filed with the SEC. Investors should consider the risks described in the prospectus and in the company’s filings with the SEC. Forward-looking statements are subject to risks and uncertainties and actual results may differ materially.

View Venu Holding Corp Historical chart here