Venu Holding Corp 8-K

What Happened

• On June 12, 2026, Venu Holding Corporation announced it entered into an At-The-Market (ATM) Sales Agreement with ThinkEquity LLC as sole sales agent to offer and sell up to $250 million aggregate gross sales price of its common stock (par value $0.001).
• Sales would be made under the Company’s effective Form S‑3 shelf registration (File No. 333-291873) and a prospectus supplement dated June 12, 2026, and may occur on the NYSE American or other trading markets at prevailing market prices or related prices.
• The Company will pay the Agent a commission of 3.0% of gross proceeds on any shares sold and will reimburse certain specified agent expenses. The Sales Agreement and a legal opinion from Dykema Gossett PLLC are filed as exhibits to the Form 8‑K.

Key Details

• Agreement date: June 12, 2026; Agent: ThinkEquity LLC.
• Offering size: up to $250,000,000 aggregate gross sales of common stock.
• Agent fee: 3.0% commission on gross sales; Company also reimburses certain expenses.
• No obligation to sell and no assurance any shares will be sold; agreement terminates when $250M sold or earlier per terms.

Why It Matters

• This ATM facility gives Venu a flexible tool to raise equity capital over time as market conditions permit, using its existing S‑3 shelf registration.
• If the Company sells shares under the program, existing shareholders would experience dilution proportional to the amount sold; the exact timing, price and amount are unknown and not guaranteed by the filing.
• The 3% commission and reimbursed expenses will reduce net proceeds from any sales, while the legal opinion and registration details confirm the Company believes the offering complies with securities requirements.