Venu Holding Corp 8K

Venu Holding Corporation issued a $25 million senior secured convertible debenture to YA II PN, Ltd. with collateral, premium-bearing repayments, and equity conversion rights at $7.50 per share, materially enhancing its secured debt financing structure.

Venu Holding Corporation entered into a financing transaction under which it issued a $25,000,000 senior secured convertible debenture dated July 31, 2026 to YA II PN, Ltd., maturing July 31, 2027, bearing 0% interest unless an event of default triggers an 18% default rate, with required monthly installment payments, a 15–20% payment premium on repayments or redemptions, and extensive default, redemption, and conversion provisions allowing the holder to convert into common shares at a fixed price of $7.50 per share (subject to adjustments and a 4.99% ownership cap), backed by collateral that includes a $12,500,000 holdback amount pending a satisfactory appraisal of the Regent Bank Amphitheater in Broken Arrow, Oklahoma. The debenture includes mandatory redemption from ATM proceeds, detailed events of default (including SEC filing delinquencies, listing issues, and covenant breaches), alternate variable-price conversion rights upon payment failures or uncured defaults, change-of-control and fundamental transaction protections, New York governing law and jurisdiction, and reimbursement and waiver provisions customary for a senior secured instrument.

Filing Facts

CIK

1770501

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-035846

Alert Tier

7