Venu Holding Corp 10-K

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 573 record holders of our Common Stock at March 12, 2025. 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. 64 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. Issuer Repurchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2024. Unregistered Sales of Equity Securities The 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 ”): In 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 investors. 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. In 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. JW Roth, our 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. In January 2024, we issued a consultant 700,000 shares of our Common Stock in consideration for services rendered to the Company. 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(b) promulgated thereunder. Between January 1, 2024 and November 1, 2024, we granted a total of 2,158,333 warrants exercisable to purchase our equity securities for compensatory purposes. 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. In 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 equity. Under the terms of the purchase agreement, Venu issued 276,100 shares of Common Stock to the members of 13141 BP, LLC. The shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act. In 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. On 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. 65 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.