Business Context and Reporting Period
Company: Venu Holding Corp
Filing Type: Form 8-K (Current Report)
Date of Report: June 12, 2026
Reporting Period: Event date June 12, 2026
Business Context: The Company, incorporated in Colorado and trading on NYSE American under the symbol "VENU," entered into a material definitive agreement to establish an "at-the-market" (ATM) equity offering program.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on the terms of a new securities offering agreement.
- Aggregate Gross Sales Price Cap: Up to $250 million.
- Commission Rate: 3.0% of the gross sales price of shares sold.
- Underlying Registration: Form S-3 (File No. 333-291873), declared effective December 8, 2025.
Material Changes
The primary material change reported is the execution of an ATM Sales Agreement with ThinkEquity LLC on June 12, 2026. This agreement authorizes the Company to sell shares of its common stock from time to time through the Agent. The filing does not provide comparative financial data or prior period metrics to assess changes in operational performance.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Company is not obligated to sell any shares, and the Agent is not obligated to buy or sell any shares.
- No assurances are provided regarding the price, amount, or timing of any sales.
- The Company retains the right to instruct the Agent not to sell shares if sales cannot be effected at or above a designated price.
- Dilution Risk: Issuance of up to $250 million in new shares may dilute existing shareholders.
- Market Risk: Sales are subject to prevailing market prices; the Company may suspend or terminate the offering upon proper notice.
- Costs: The Company must pay a 3.0% commission and reimburse certain specified expenses to the Agent.
Investor Verification Checklist
- Verify the current share count and potential dilution impact of a full $250 million issuance.
- Review the full text of the ATM Sales Agreement (Exhibit 10.1) for specific termination rights and price floor mechanisms.
- Confirm the status of the underlying Form S-3 registration statement (File No. 333-291873).
- Monitor future filings for actual sales volumes and proceeds generated under this program.
- Assess the Company's current cash position to determine the necessity of this capital raise.