Venu Holding Corp Enters $25M Convertible Debenture Financing

What Happened
Venu Holding Corp (VENU) filed an 8‑K on August 3, 2026 disclosing that on July 31, 2026 it entered a Securities Purchase Agreement to issue $25,000,000 in senior secured convertible debentures and warrants to an institutional purchaser. The Debentures mature on July 31, 2027, are convertible into common stock (initial fixed conversion price $7.50/share), and the financing included warrants to purchase up to 1,000,000 shares at $5.00/share. $12,500,000 of the principal was held as a cash “Holdback Amount” pending an appraisal of the amphitheater property in Broken Arrow, Oklahoma; if released, total gross proceeds would be $23.75M before fees and expenses (initial proceeds after 5% original issue discount: $11.875M). The Debentures are senior secured by substantially all assets of two majority‑owned subsidiaries developing the amphitheater, include a personal guaranty by the CEO, and contain monthly installment and conversion mechanics that can change upon payment defaults.

Key Details

• Total principal: $25,000,000 senior secured convertible debentures; $12,500,000 held as cash collateral pending appraisal.
• Original issue discount: 5% (initial cash received $11,875,000; additional $11,875,000 if holdback released).
• Conversion and warrants: Debentures convertible at $7.50/share (fixed); Warrants to purchase up to 1,000,000 shares at $5.00/share (5‑year term). Placement agent ThinkEquity receives 6% fee and warrants for up to 200,000 shares at $6.25.
• Repayment/convertible mechanisms: Monthly installments of $5,000,000 principal plus a Payment Premium (15% initially, rising to 20% after day 75); on Payment Failure Purchaser may convert unpaid amounts at a variable price = 95% of the 5‑day VWAP (floor $0.448).
• Collateral & guarantees: First‑priority security interests in substantially all assets of Sunset Ground at Broken Arrow, LLC and Sunset at Broken Arrow LLC (including mortgage and leasehold mortgage) and the Company’s membership interests in those entities; CEO provided a personal guaranty.
• Ownership limits: Exchange Cap limits issuance on conversion to 11,767,980 shares (19.99% of outstanding as of issuance); Purchaser conversion/exercise capped at 4.99% beneficial ownership (can be increased to 9.99% after notice).

Why It Matters
This financing provides material near‑term funding targeted to complete construction of The Sunset BA amphitheater, but only about half the principal was available immediately due to the $12.5M holdback tied to an appraisal. The terms include meaningful potential dilution (convertible at $7.50 and warrants exercisable at $5.00) and conversion/variable pricing that can accelerate share issuance on missed payments. The debt is secured against the project entities and personally guaranteed by the CEO, increasing creditor protections but also company risk if the project or cash flows falter. Finally, proceeds from any ongoing at‑the‑market (ATM) equity sales must be largely applied to repay the Debentures (90% mandatory redemption), which could affect the company’s equity financing flexibility.