エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 5, 2026
VENU HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Colorado | 001-42422 | 82-0890721 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1755 Telstar Drive, Suite 501 | ||
| Colorado Springs, Colorado | 80920 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (719) 895-5483
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $.001 per share | VENU | NYSE AMERICAN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 |
Exhibit 3.1
Exhibit 10.1
January 5, 2026
Mr. Jay W. Roth
Chairman and Chief Executive Officer
Venu Holding Corporation
1744 Telstar Drive, Suite 501
Colorado Springs, CO 80920
| Re: | First Amendment to Binding Letter of Intent for Aramark Services at Venu Amphitheaters |
This first amendment (this “First Amendment”) amends that certain Binding Letter of Intent for Aramark Services at Venu Amphitheaters (“Letter of Intent”) dated June 9, 2025 (the “Effective Date”) between Aramark Sports and Entertainment Services, LLC (“Aramark”) and Venu Holding Corporation (“Client”). The Letter of Intent shall be supplemented and amended as set forth below.
| A. | The Letter of Intent shall remain in effect from the Effective Date, until the earlier of the Anticipated Start Date, or the date when the Parties enter into the Definitive Agreement(s), unless extended by mutual written agreement between the Parties. The Letter of Intent, as amended by this First Amendment, remains binding upon the Parties with respect to the terms and conditions contained herein. | |
| B. | The list of Facilities at which Aramark will provide the Services to Client shall be expanded to include the following additional amphitheaters to be constructed in El Paso, Texas and the greater Houston, Texas area (each, an “Additional Facility” and collectively, the “Additional Facilities”). | |
| C. | Client and Aramark agree that an additional equity investment of $10,005,000 (the “Additional Investment”) provided by Aramark’s affiliate, Aramark RBI, Inc., in connection herewith is specifically conditioned upon Client’s execution of this binding First Amendment. The timing of the Additional Investment will be $4,995,000 within fifteen days of the complete execution of (i) this First Amendment and (ii) the related equity documentation (e.g. Securities Purchase Agreement, Registration Rights Agreement, and Certificate of Designation), and an additional $5,010,000 on October 15, 2026. Through the Additional Investment Aramark (or its affiliate) will purchase additional shares of the Company’s Series B 4% Cumulative Convertible Preferred Stock. | |
| D. | Aramark shall provide all Services at the Additional Facilities upon the same financial terms and conditions outlined in the Letter of Intent and also having a term commencing on the date each Additional Facility opens and ending collectively ten (10) years from the opening date of the first of the Broken Arrow, OK or McKinney, TX locations. | |
| E. | For so long as an affiliate of Aramark continues to own the shares of preferred stock purchased in the Investment or the Additional Investment (or the shares of common stock acquired upon conversion of any of those shares, but, excluding any shares of common stock received by the holder in the form of a dividend payable on the shares of preferred stock acquired in the Investment or the Additional Investment), Client and Aramark agree that Aramark shall have a right of first refusal to provide the Services at any additional amphitheater constructed or operated by Client (or an affiliate of Client) upon mutually agreeable terms and conditions. |
All capitalized terms used herein but not otherwise defined in this Letter Amendment shall have the meanings ascribed to such terms in the Letter of Intent. Except with respect to the changes effected by this Letter Amendment, the Letter of Intent continues to remain in full force and effect.
This First Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. This First Amendment, to the extent executed and delivered by electronic means (e.g. PDF emailed attachment), shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original executed version thereof delivered in person.
Each party acknowledges and agrees that the execution, delivery and performance of this First Amendment will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any other document, agreement or other instrument to which such party is a party, nor, to the best of such party’s knowledge, will such action result in any violation of the provisions of any statute or any order, rule or regulation of any governmental authority having jurisdiction over such party. Each party has all requisite power and authority to execute and deliver, and to perform its obligations under this First Amendment. This First Amendment shall be governed by and interpreted under the laws of the State of Delaware.
If the foregoing is in accordance with your understanding, please sign and return the enclosed copy of this letter.
| Best Regards, | ||
| Aramark Sports and Entertainment Services, LLC | ||
| By: | /s/ William J. Manion | |
| Name: | William J. Manion | |
| Title: | Vice President, Finance | |
Agreed to and accepted this 5th day of January, 2026, by:
| Venu Holding Corporation | ||
| By: | /s/ JW Roth | |
| Name: | JW Roth | |
| Title: | Chairman and CEO | |
| Page |