Venu Holding Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
As disclosed in a Current Report on Form 8-K filed by Venu Holding Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 10, 2025, the Company previously entered into a binding letter of intent (the “LOI”) with Aramark Sports and Entertainment Services, LLC (together with its affiliates, “Aramark”). Pursuant to the LOI and the related definitive agreements, Aramark agreed to become the exclusive provider of certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services (collectively, the “Services”) at the Company’s Ford Amphitheater in Colorado Springs, CO and Sunset Amphitheaters currently under construction in McKinney, TX and Tulsa, OK. In addition, Aramark committed to make a $10.125 million investment in the Company by purchasing 675 shares of the Company’s Series B 4% Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”). As disclosed in a Current Report on Form 8-K filed by the Company with the SEC on June 17, 2025, the Company and Aramark closed on the purchase and sale of the initial 675 shares of Series B Preferred Stock.
On January 5, 2026, the Company and Aramark entered into an amendment to the LOI (the “LOI Amendment”) whereby Aramark agreed to become the exclusive provider of the Services at two additional Company amphitheaters to be constructed in El Paso, TX and the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date of the Company’s Broken Arrow, OK or McKinney, TX amphitheaters. The Services at these two additional facilities will be provided on the same terms and conditions contained in the LOI. So long as Aramark (or an affiliate of Aramark) continues to hold shares of Series B Preferred Stock (or shares of Company common stock received upon the conversion of those shares) Aramark has a right of first refusal to provide the Services at additional amphitheaters constructed or operated by the Company.
In connection with the LOI Amendment, Aramark committed to make an additional $10,005,000 equity investment in the Company by purchasing a total of 667 additional shares of Series B Preferred Stock. In this regard, the Company agreed to issue (i) 333 shares of Series B Preferred Stock for $4.995 million by January 20, 2026, and (ii) 334 shares of Series B Preferred Stock for $5.010 million on October 15, 2026. On January 6, 2026, the Company filed an amendment to the Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock with the Colorado Secretary of State (the “COD Amendment”) for the sole purpose of increasing the number of shares of preferred stock designated as Series B Preferred Stock from 675 shares to 1,342 shares, thereby allowing the Company to issue the additional 667 shares of Series B Preferred Stock to Aramark The COD Amendment did not alter or effect the rights, preferences, powers, and restrictions of the Series B Preferred Stock.
On January 6, 2026, the parties entered into an agreement for the purchase and sale of those additional shares of Series B Preferred Stock. That agreement also served to clarify that the registration rights afforded to Aramark under a Registration Rights Agreement entered into by the parties in June 2025 related to shares of Company common stock that may from time to time be issued to the holder of the Series B Preferred Stock applies to the additional shares of Series B Preferred Stock purchased by Aramark. However, the Company is only obligated to file a registration statement on behalf of Aramark upon the receipt of written notice from Aramark, and only during a time as, and to the extent that, any shares of Company common stock delivered to Aramark as a dividend upon, or upon the conversion of shares of Series B Preferred Stock are not eligible for sale in the public market in compliance with Rule 144 promulgated under the Securities Act of 1933.
The additional shares of Series B Preferred Stock will be offered and sold pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933. Aramark has represented to the Company, among other things, that it is an accredited investor and acquired the shares for investment purposes and for its own account.
The above description of each of the COD Amendment and the LOI Amendment is qualified in its entirety by reference to the full text of the LOI Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference and the full text of the COD Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock | |
| 10.1 | First Amendment to Binding Letter of Intent dated January 5, 2026, between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VENU HOLDING CORPORATION | ||
| (Registrant) | ||
| Dated: January 9, 2026 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
|
Chief Executive Officer and Chairman |