Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our
Common Stock is listed on the NYSE American LLC under the symbol “VENU.”
Holders
of Record
There
were approximately 467 record holders of our Common Stock at March 18, 2026. The actual number of shareholders is greater than this number
of record holders, and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other
nominees.
Dividends
We
do not currently intend to pay dividends on our Common Stock. The declaration, amount, and payment of any future dividends on shares
of our Common Stock, if any, will be at the sole discretion of our Board, which may take into account general and economic conditions,
our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual,
legal, tax, and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries
to us, and any other factors that our Board may deem relevant.
Although
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.
Issuer
Repurchases of Equity Securities
On
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.
Unregistered
Sales of Equity Securities
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.
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In
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
in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing
relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the
Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted
nature of the securities, and placing a legend on the certificates representing the shares. In each case, the offerees were provided
with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. Further, stop-transfer
restrictions were placed with our transfer agent and a restrictive legend was placed on the certificate in connection with these offerings.
In addition, sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited
investors as defined in Rule 501 of the Securities Act. The recipients of securities in each of these transactions acquired the securities
for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
In
cases where we relied on Rule 506(c) promulgated under the Securities Act, we received information and documentation sufficient to verify
that each investor qualified as an accredited investor.
No
underwriters were involved in the above transactions.
Other
Information
Information
relating to compensation plans under which our Common Stock is authorized for issuance is set forth in Part III, Item 12 of this Annual
Report on Form 10-K.
Item
6. Reserved