What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-31 · 38 added, 34 removed, 32 unchanged (69% of the section changed)

10 unchanged sentences

to us, and any other factors that our Board may deem relevant.

we do not anticipate paying dividends to the holders of our Common Stock in the foreseeable future, the satisfaction of dividend preferences

of outstanding shares of our Preferred Stock reduces the amount of funds that would be available for the payment of dividends on shares

of our Common Stock.

Currently, we have an aggregate of 1,008 shares of Series B Preferred Stock outstanding, which we issued to an investor

in June 2025 and January 2026.

The holder of our outstanding shares of Series B Preferred Stock is entitled to receive cumulative, non-compounding

dividends or distributions at an annual rate of 4% of the stated value of $15,000 per share of Series B Preferred Stock, subject to certain

adjustments (the “ Series B Dividends ”).

The Series B Dividends accrue without interest during two semi-annual dividend

periods, accumulate, whether or not earned or declared, on each issued and outstanding share of Series B Preferred Stock from and including

the original date of issuance of such share, and are payable semi-annually in arrears.

The terms of the Series B Dividends are set forth

in the Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock.

Repurchases of Equity Securities

shares of the Company’s common stock were repurchased during the three months ended December 31, 2024.

October 27, 2025, the Company, through its wholly owned subsidiary NLRE, entered into a real estate purchase and sale agreement with

a related party to convey the land owned by PPP in Colorado Springs, Colorado, used for Ford Amphitheater parking, for a purchase price

of $14,000,000.

As payment of the purchase price, the Company received $7,600,000 in cash and 476,190 shares of its Common Stock that

the buyer (or an affiliate of the buyer) held, valued at $6,400,000 based on the average NYSE American LLC closing sale price of the

Common Stock over the seven trading days preceding November 5, 2025, the closing date of the sale.

The 476,190 shares of Common Stock

were retired into treasury.

Sales of Equity Securities

Company sold the following securities during the fiscal year ended December 31, 2024 and subsequently, that were not registered

under the Securities Act of 1933, as amended (the “ Securities Act ”):

December 2023, we commenced a private placement of our Common Stock and conducted rolling closings of that offering during 2024 that,

in total, resulted in the issuance of an aggregate of 3,497,591 shares of Common Stock in a private offering to a total of 194 accredited

The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities

Act and Rule 506(c) promulgated thereunder.

January 2024, we issued a convertible promissory note to a single accredited investor (and through December 31, 2024, 76,692 shares

of Common Stock were issued to satisfy certain obligations owed to the holder).

In consideration for that investor and Mr.

Chairman, Chief Executive Officer, and founder, each serving as a guarantor of that promissory note, in January 2024, the Company issued

to the investor and Mr.

Roth a warrant exercisable to purchase 500,000 shares of our Common Stock.

These issuances were effected in reliance

on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

January 2024, we issued a consultant 700,000 shares of our Common Stock in consideration for services rendered to the Company.

were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b)

promulgated thereunder.

January 1, 2024 and November 1, 2024, we granted a total of 2,158,333 warrants exercisable to purchase our equity securities for compensatory

These warrants were issued for compensatory purposes (in lieu of options or other forms of equity awards) and, in substantially

all cases, vest ratably over a four-year term.

To the extent warrant grants constitute an offer or sale under the Securities Act, they

are granted in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

June 2024, Venu purchased 100% of the membership units of 13141 BP, LLC from its members for a total purchase price of $2,761,000 using

Under the terms of the purchase agreement, Venu issued 276,100 shares of Common Stock to the members of 13141 BP, LLC.

were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

January 2025 Venu granted an aggregate of 2.5 million stock options under its equity incentive plan in consideration for services

rendered to and for the benefit of the Company.

The options were granted in reliance on the exemption from registration contained in

Section 4(a)(2) of the Securities Act.

or about February 28, 2025, we issued a convertible promissory note together with a warrant exercisable to acquire 300,000 shares of

common stock to a single accredited investor.

The offer and sale was effected in reliance on the exemptions from registration contained

in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Except as set forth below,

no securities were sold during or subsequent to the fiscal year ended December 31, 2025 that were not registered under the Securities

Act of 1933, as amended (the “ Securities Act ”), and were not previously disclosed in a Current Report on Form 8-K

or a Quarterly Report on Form 10-Q filed by the Company with the SEC.

On February 3, 2026, the

Company issued a promissory note in the principal amount of $7,758,975.38, which has a maturity date of February 1, 2026.

Interest accrues

on the note at a rate of 4.5% per annum on the outstanding principal balance, provided that interest for the initial six-month period

is fixed at $29,096.16 per month and payable on August 1, 2026, and interest thereafter accrues at such rate and is payable on the

maturity date.

The Company, at its option, has the right, at any time and from time to time, to repay all or any portion of the note

in shares of Common Stock rather than cash.

The number of shares of Common Stock to be delivered in satisfaction of the Company’s

payment obligations under the note would be determined by a quotient with the numerator equal to the amount of principal and interest

of the note being satisfied on the applicable payment date and the denominator equal to the average closing sale price of the Company’s

Common Stock on the NYSE American LLC over the ten trading days preceding the applicable payment date and with any fractional shares

resulting from such calculation to be rounded up to the nearest whole share.

each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity