# Venu Holding Corp: Form 10-Q for the period ended Jun 30, 2025

- Company: [Venu Holding Corp](/companies/venu.md) (CIK 1770501)
- Form: 10-Q
- Filed: 2025-08-14
- Accepted by EDGAR: Aug 14, 2025, 16:08 ET
- Period: 2025-06-30
- Accession: 0001641172-25-024018
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1770501/000164117225024018/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1770501/000164117225024018/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $4.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $8.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$10.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$28.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $2.0m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $3.1m | us-gaap:InterestExpenseNonoperating |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.30 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.77 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.30 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.77 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 37,984,523 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 37,738,020 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$11.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $37.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $37.4m | us-gaap:Cash |
| Current assets | at 2025-06-30 | $38.9m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $242.0m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $14.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $68.1m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $44.8m | us-gaap:LongTermDebt |
| Current portion of debt | at 2025-06-30 | $337.9k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $90.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 78,712 characters.

*You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.*

### MD&A Overview

This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “*MD&A”*) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

- *Business Overview —* Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.
- *Consolidated Results of Operations —* Analysis of our financial results comparing the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024.
- *Liquidity and Capital Resources —* Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.
- *Significant Accounting Policies and Use of Estimates —* Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

### Business Overview

### Business

Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, outdoor amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets.

### Key Milestones and Recent Developments

Our operations to date have enabled us to achieve growth and the following key milestones:

- **March 2017:** Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022 and changed its name to Venu Holding Corporation in September 2024.
- **April 2017:** Venu opened its flagship restaurant, Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado.
- **March 2019:** Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, which was originally known as “Boot Barn Hall” but, as of August 2024, is known as “Phil Long Music Hall at Bourbon Brothers.”
- **June 2021:** GA HIA, LLC, a subsidiary of Venu, agreed to purchase land from the Gainesville Redevelopment Authority and entered into a public-private partnership with the City of Gainesville, Georgia pursuant to which Venu agreed to develop its second Bourbon Brothers Presents venue in Gainesville, Georgia.
- **September 2022:** Venu opened its first live music and social bar, known as “Notes”, in Colorado Springs, Colorado.
- **May 2023:** Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado.
- **June 2023:** Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened in August 2024.
- **June 2023:** Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.
- **October 2023:** Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater, anticipated to open in the summer of 2026.
- **April 2024:** Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu is developing The Sunset McKinney.
- **June and July 2024:** Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu (as described below, in May 2025 Venu acquired land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.
- **August 2024:** Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue.
- **September 2024:** Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation.
- **November 2024:** Venu closed on the initial public offering of its Common Stock generating net proceeds to the Company of approximately $12.3 million, and, in connection therewith the Company’s Common Stock was listed on the NYSE American Stock Exchange.
- **January 2025:** Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas.
- **February 2025:** Venu launched a multi-season venue configuration model, enabling year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Broken Arrow, OK; and Oklahoma City, OK, unlocking potential new revenue and margin expansion opportunities.
- **February 2025:** Venu announced the structured financing model of its Luxe FireSuites available for fractional ownership at its Sunset at McKinney and Sunset at Broken Arrow locations, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization.
- **March 2025:** Venu partnered with Connect Partnership Group to lead corporate sponsorship sales, enhancing Venu’s ability to potentially realize new sponsorship revenues across its expanding venue network for its amphitheaters and event centers.
- **April 2025:** Venu announced a strategic national expansion partnership with Ryan, LLC focusing on public-private partnership development in various domestic markets.
- **April 2025:** Announced El Paso City Council approved an expanded agreement for Sunset at El Paso for approved amendments to the Chapter 380 Economic Development Agreement and Contract of Sale include the following key updates: increased minimum private investment to $100 million, expansion of development site from 17 to 20 acres to support enhanced design flexibility and year-round activation, inclusion of an “El Paso First” clause prioritizing local hiring and procurement and streamlined terms for land transfer, parking access, and development coordination.
- **May 2025**: Formed a nationwide partnership with Sands Investment Group to introduce triple-net (NNN) real estate investment opportunities in Venu’s Luxe FireSuites where third parties can acquire lease rights to amphitheater suites, and Venu acquired approximately 20 acres of real property in El Paso, Texas for development of an amphitheater.
- **June 2025:** Awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement, which included an equity investment in VENU, will be implemented across three of the Company’s flagship amphitheaters: Sunset Amphitheater at Broken Arrow located just outside of Tulsa, Oklahoma, and slated to open in summer of 2026; Sunset Amphitheater at McKinney powered by EIGHT Beer in McKinney, Texas, anticipated to open in 2026; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu will expand upon their existing relationship.
- **June 2025:** Venu broke ground on Sunset at McKinney in McKinney, Texas on June 13, 2025.
- **June 2025:** Announced a three-year industry alliance with global music authority, Billboard, to spotlight our fan-founded, fan-owned model through high-profile collaborative industry experiences. At the forefront of the partnership is the newly minted ‘Disruptor Award,’ presented by Venu to honor artists, creators, and industry leaders with bold ideas shaping the future of music, inspired by Venu Founder, Chairman, and CEO, JW Roth.
- **July 2025:** Venu retained Texas Capital Securities as Exclusive Financial Advisor potential private capital debt opportunities with expected total commitments of approximately $200 million.

30

### Venue Ownership

Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning and operating the following types of venues and entertainment spaces:

*Music Halls —* Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our *Bourbon Brothers Presents* venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can quickly be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier concert one night and a wedding the following afternoon.

*Amphitheaters —* Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and primarily operated during the summer through fall seasons (although the Company is planning multi-seasonal configuration models at certain sites). Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air venue, which allowed seating for 8,748-persons seating as of June 30, 2025. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 lower VIP firepit suites, accommodating a total of 736 VIP guests and 40 upper VIP firepit suites, accommodating a total of 320 VIP guests. Ford Amphitheater primarily host concerts from April through October each year. The amphitheaters in development, or planned for development in Oklahoma and Texas, will also have Luxe FireSuites.

Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own approximately 40% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Sea & Steak and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC (which, respectively, will own and operate the planned amphitheater in Broken Arrow, Oklahoma), holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection, LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.

*Restaurants —* Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.

*Fine Dining, Hospitality, and Entertainment Campuses —* In the fall 2025, Venu expects to open Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s will be two, configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.

The following table summarizes the types of venues we operate or are constructing or plan to develop, describing each by venue type, location, expected opening date, and current status.

| Venue Type | Location | Current Status\* |
| --- | --- | --- |
| **Music Halls** |  |  |
| BBP CO | Colorado Springs, CO | Opened in March 2019 |
| BBP GA | Gainesville, GA | Opened in June 2023 |
| BBP Centennial | Centennial, CO | Expected to open in the second quarter of 2026\*\* |
| **Outdoor Amphitheaters** |  |  |
| Ford Amphitheater | Colorado Springs, CO | Opened in August 2024 |
| The Sunset BA | Broken Arrow, OK | Expected to open in the summer of 2026 |
| The Sunset El Paso | El Paso, TX | Expected to open in the fourth quarter of 2026 |
| The Sunset McKinney | McKinney, TX | Expected to open in the third quarter of 2026 |
| The Sunset OKC | Greater Oklahoma City area, OK | To be determined\*\*\* |
| The Sunset Houston | Greater Houston area, TX | Expected to open in 2027\*\*\*\* |
| **Restaurants** |  |  |
| BBST CO | Colorado Springs, CO | Opened in April 2017 |
| BBST GA | Gainesville, GA | Opened in June 2023 |
| BBST Centennial | Centennial, CO | Expected to open in the second quarter of 2026\*\* |
| **Fine Dining & Hospitality Collection** |  |  |
| Roth’s Sea & Steak | Colorado Springs, CO | Expected to open in the fall of 2025 |
| Notes Hospitality Collection | Colorado Springs, CO | Expected to open in the fall of 2025 |
| **Bars** |  |  |
| Brohan’s | Colorado Springs, CO | Expected to open in the fall of 2025 |

\* Projected opening dates are based on Venu’s best estimates but are subject to change.

\*\* Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area. \*\*\* Venu is actively assessing locations and municipal partnerships. \*\*\*\* Venu is currently in active negotiations with a municipality and anticipates a site contracted in the fall of 2025.

### Business Segment

We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“*F&B”*) services (our “*Restaurant Operations”*) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “*Event Operations”).*

*Event Operations.* The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,350,418, or 30%, and $2,627,078 or 33% of our total revenue during the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Event Operations generated $1,351,146, or 32%, and $2,710,787, or 33% of our total revenue.

Within our Events Operations, we generate revenues through: (i) ticket sales, upsells, merchandise and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host.

*Restaurant Operations.* Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes Eatery. F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $2,545,178, or 57%, and $4,590,094 or 57% of our total revenue for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Restaurant Operations generated $2,824,092 or 68% and $5,404,194 or 67%, for the three and six months ended June 30, 2024.

*Amphitheater Operations.* The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, the Company entered into an agreement with Anschutz Entertainment Group (“*AEG”*), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within the Amphitheater Operations, the Company pre-sold naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, the Company’s net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations the Company anticipates entering into contractual arrangements with third-party operators having terms similar to those with AEG. The Amphitheater Operations generated net revenues of $591,712 or 13%, and $769,294 or 10% of total revenue during the three and six months ending June 30, 2025, which included naming rights, net of AEG profit. There was no revenue during the three and six months ended June 30, 2024 as Ford Amphitheater was not yet open during that period.

### Financial

#### Private Offerings

Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.

We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, selling lease rights to certain suites at certain amphitheater projects, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.

### Overview of the 2025 Three and Six-Month Interim Period Financial Comparison

For the three and six-month period ended June 30, 2025 and 2024:

- Total assets increased 36% to $242,045,523 as of June 30, 2025, up from $178,417,515 at December 31, 2024.
- Property and equipment increased 45% to $199,201,653 as of June 30, 2025, up from $137,215,936 at December 31, 2024.
- The Company generated total revenue of $4,487,307 compared to $4,175,238 for the three months ended June 30, 2025 and 2024, respectively, representing an increase of $312,069 of approximately 7% for the three months of 2nd quarter 2025 compared to three months of 2nd quarter 2024. The overall increase in the 2nd quarter of 2025 was due to Ford Amphitheater being open in Q2 2025 and not yet being open in Q2 2024. We generated total revenue of $7,986,466 for the six months ended June 30, 2025 compared to $8,114,986 for the six months ended June 30, 2024. The decrease in overall revenue, year over year, was attributable several factors including the restaurant sales decrease at Notes Eatery in Colorado as it shifted its focus to a weekend brunch menu and weekday events business in 2025, softer overall F&B sales at BBST CO and weaker to date venue rentals at BBP CO in 2025. The Company chose to sell the 13141 BP land and building that was the landlord to Notes Eatery as of July 18, 2025. The Company does not expect to re-open Notes Eatery or a restaurant with a similar theme. Notes Eatery closed in operations as of July 18, 2025. The Company’s management team is also laser focused on growing top line revenues at BBST CO and BBP CO during the second half of 2025.
- Total revenue for the six months ended June 30, 2025 was $7,986,466, as compared to $8,114,981 the six months ended June 30, 2024. This decrease of $128,515 for the six months ended June 30, 2025 was primarily attributable to the decrease in overall restaurant sales period over period, as described above. The Company’s operational management team is laser focused on growing top line revenues at BBST CO and BBST GA during the second half of 2025.
- The Company had a net loss of $12,303,594 for the three months ending June 30, 2025 and $5,269,165 for the same period ending in June 30, 2024, respectively, representing an increase in net loss of $7,034,429 or approximately 134%. The Company had a net loss of $31,736,344 for the six months ending June 30, 2025 and $21,085,184 for the same period ending in June 30, 2024, respectively, representing an increase in net loss of $10,651,160, or approximately 51%. The Company attributes the increases in the areas of general and administrative expenses, along with equity compensation expenses, as these are fundamental to the Company’s expansion into additional municipalities and for business development for the sale of the Luxe FireSuites and NNNs offerings, along with capital and debt offerings, which also include expenses such as travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing other professional services, and general working capital expenses. The Company anticipates these areas to continue to increase period over period as the Company expands its teams into new markets, continue construction of its entertainment campuses and growth of its balance sheet over the next several years.
- The Company’s net cash used in operating activities was $11,484,247 for the six months ended June 30, 2025, compared to net cash provided by operating activities of $6,117,748, respectively, representing an increase in cash used in operating activities of $17,602,005 or approximately 288% as compared to the prior-year period;
- The Company’s net cash used in investing activities was $39,216,643 and $31,185,229, for the periods ended June 30, 2025 and 2024, respectively, representing an increase in cash used in investing activities of $8,031,414 or approximately 26% as compared to the prior-year period; and
- The Company’s net cash provided by financing activities was $50,163,414 and $47,622,260, for the periods ended June 30, 2025 and 2024, respectively, representing an increase in cash provided by financing activities of $2,541,154 or approximately 5% as compared to the prior-year period.

34

### Consolidated Results of Operations

### Comparison of the Three Months Ended June 30, 2025 and 2024

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and June 30, 2024, respectively.

### UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

| Revenues | For the three months ended June 30, 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Restaurant including food and beverage revenue | $2,545,178 | $2,824,092 | (278,914) | -10% |
| Event center ticket and fees revenue | 1,274,312 | 1,335,761 | (61,449) | -5% |
| Rental and sponsorship revenue | 667,817 | 15,385 | 652,432 | 4241% |
| **Total revenues** | **$4,487,307** | **$4,175,238** | 312,069 | 7% |
| **Operating costs** |  |  |  |  |
| Food and beverage | 613,546 | 643,857 | (30,311) | -5% |
| Event center | 929,498 | 700,188 | 229,310 | 33% |
| Labor | 1,118,884 | 1,138,564 | (19,680) | -2% |
| Rent | 409,959 | 421,678 | (11,719) | 23% |
| General and administrative | 8,463,946 | 325,473 | 8,138,473 | 2501% |
| Equity compensation | 1,883,762 | 4,688,372 | (2,804,610) | -60% |
| Depreciation and amortization | 1,374,412 | 609,329 | 765,083 | 126% |
| **Total operating costs** | **$14,794,007** | **$8,527,461** | 6,266,546 | 73% |
| **Loss from operations** | **$(10,306,700)** | **$(4,352,223)** | (5,954,477) | 137% |
| **Other income (expense), net** |  |  |  |  |
| Interest expense | (2,008,284) | (1,150,221) | (858,063) | 75% |
| Other expense | (45,725) | - | (45,725) | 0% |
| Interest income | 24,291 | 200,779 | (176,488) | -88% |
| Other income | 32,824 | 32,500 | 324 | 1% |
| Total other expense, net | (1,996,894) | (916,942) | (1,079,952) | 118% |
| Net loss | **$(12,303,594)** | **$(5,269,165)** | (7,034,429) | 134% |
| Net loss attributable to non-controlling interests | (886,361) | (748,066) | (138,295) | 18% |
| Preferred stock dividend | 16,875 | - | 16,875 | 0% |
| Net loss attributable to common stockholders | **$(11,400,358)** | **$(4,521,099)** | (6,879,259) | 152% |

35

### Comparison of the Six Months Ended June 30, 2025 and 2024

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and June 30, 2024, respectively.

### UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

| Revenues | For the six months ended June 30, 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Restaurant including food and beverage revenue | $4,590,094 | $5,404,194 | (814,100) | -15% |
| Event center ticket and fees revenue | 2,254,751 | 2,660,656 | (405,905) | -15% |
| Rental and sponsorship revenue | 1,141,621 | 50,131 | 1,091,490 | 2177% |
| **Total revenues** | **$7,986,466** | **$8,114,981** | (128,515) | -2% |
| **Operating costs** |  |  |  |  |
| Food and beverage | 1,111,386 | 1,248,412 | (137,026) | -11% |
| Event center | 1,653,562 | 1,291,470 | 362,092 | 28% |
| Labor | 2,117,831 | 2,205,962 | (88,131) | -4% |
| Rent | 774,336 | 642,564 | 131,772 | 23% |
| General and administrative | 15,204,257 | 8,574,962 | 6,629,295 | 2501% |
| Equity compensation | 13,224,382 | 10,254,826 | (2,804,610) | -60% |
| Depreciation and amortization | 2,749,776 | 1,215,793 | 1,533,983 | 126% |
| **Total operating costs** | **$36,835,530** | **$25,433,989** | 11,401,541 | 45% |
| **Loss from operations** | **$(28,849,064)** | **$(17,319,008)** | (11,530,056) | 67% |
| **Other income (expense), net** |  |  |  |  |
| Interest expense | (3,058,656) | (1,555,186) | (1,503,470) | 97% |
| Other expense | (45,725) | (2,500,000) | 2,454,275 | 0% |
| Interest income | 151,777 | 226,510 | (74,733) | -33% |
| Other income | 65,324 | 62,500 | 2,824 | 5% |
| Total other expense, net | (2,887,280) | (3,766,176) | 878,896 | -23% |
| Net loss | **$(31,736,344)** | **$(21,085,184)** | (10,651,160) | 51% |
| Net loss attributable to non-controlling interests | (2,255,381) | (965,147) | (1,290,234) | 134% |
| Preferred stock dividend | 16,875 | - | 16,875 | 0% |
| Net loss attributable to common stockholders | **$(29,464,088)** | **$(20,120,037)** | (9,344,051) | 46% |

36

### Revenue

Total revenue ended for the three months ended June 30, 2025 was $4,487,307, as compared to $4,175,238 for the three months ended June 30, 2024, an overall increase of $312,069 or 7%. Total revenue ended for the six months ended June 30, 2025 was $7,986,486, as compared to $8,114,981 for the six months ended June 30, 2024, an overall decrease of $312,069 of 2%. The overall increase in the three months ended June 30, 2025 was primarily attributable to Ford Amphitheater being open in the three months ended June 30, 2025 compared to not yet being open for the three months ended June 30, 2024. The Company anticipates this revenue to continue to grow in seasonality during the second quarter of each year as Ford will be open April through October each year.

Amphitheater operations generated net revenue (defined as profit after Venu’s split with AEG Presents Rocky Mountains (“AEG”), the operator of the amphitheater), with receipts from the Company’s naming rights agreements (which are outside of VENU’s AEG partnership agreement), combined for $597,712 and $769,296, for the three and six months ended June 30, 2025. Over the 2025 season to date. 10 shows occurred at Ford Amphitheater through June 30, 2025, this location generated gross receipts of $4.7 million. These gross receipts, which are inclusive of ticket sales, concessions, ticketing fees, premium upgrades, as well as other receipts, are subject to the split with AEG. The Ford Amphitheater, booked and operated in partnership with AEG Presents Rocky Mountains, had over 35,000 attendees for the 10 shows through June 30, 2025 an average of $134 per ticket.

The opening of Roth’s Sea and Steak, Brohan’s and Notes Hospitality Collection in late 2025 and being fully operational for the 2026 season are expected to contribute increased revenues. In addition, and as stated above, the Company’s operational management team is laser focused on growing top line revenues at BBST CO and BBST GA during the second half of 2025.

### Operating Expenses

*Food and Beverage Costs.* The Company’s food and beverage costs decreased $30,311 to a total of $613,546 during the three months ended June 30, 2025, respectively, as compared to a total of $643,857 for the three months ended June 30, 2024, the same period in the prior year. The Company’s food and beverage costs decreased $137,026 to a total of $1,111,386 during the six months ended June 30, 2025, as compared to a total of $1,248,412 for the six months ended June 30, 2024. For both the three and six months ended June 30, 2025 compared to June 30, 2024, the cost decreases were primarily driven by our decrease in overall sales volumes for both periods.

*Event Center Costs.* The costs attributed to the Company’s event centers increased $229,310 up to a total of $929,498 during the three months ended June 30, 2025, respectively, as compared to a total of $700,188 for the three months ended June 30, 2024. The costs attributed to the Company’s event centers increased $362,092 up to a total of $1,653,562 during the six months ended June 30, 2025, as compared to a total of $1,291,470 for the six months ended June 30, 2024. The increase in both periods was primarily attributed to the increase in talent expenses.

*Labor Costs.* The Company’s labor costs decreased $19,680 during the three months ended June 30, 2025 respectively, as compared to the same period in the prior year, totaling $1,118,884 for the three months June 30, 2025 and $1,138,564 for the three months June 30, 2024. The Company’s labor costs decreased $88,131 during the six months ended June 30, 2025, as compared to the same period in the prior year, totaling $2,117,831 for the three months June 30, 2025 and $2,2205,962 for the six months June 30, 2024. The decrease was primarily due to management’s efforts to keep costs trimmed for that same time period.

*Rent Costs.* Rent costs decreased quarter over quarter moving from $409,959 during the three months ended June 30, 2025, respectively, as compared to $421,678 during the three months ended June 30, 2024. The decrease in costs of $11,719 in the second quarter of 2025 was due to decreases in cams expenses over several locations compared to the second quarter of 2024. Rent costs increased $131,772 during the six month period ended June 30, 2025 to $774,336 as compared to $642,564 during the six month period ended June 30, 2024. The increase between periods is primarily attributable to insurance and an additional corporate leased space in McKinney, Texas.

*General and Administrative and Equity Compensation Expenses.* The Company’s general and administrative expenses increased $8,138,473 during the three months ended June 30, 2025, offset by equity compensation expenses decreasing $2,804,610 as compared to the same period in the prior year for the three months ended June 30, 2024, for a net increase of these expenses totaling $5,333,863. The Company’s general and administrative expenses increased $6,629,295 during the six months ended June 30, 2025. The Company’s increases in these areas of expenses were the result of the Company’s expansion into additional municipalities and for business development for the sale of the Luxe FireSuites and NNNs offerings, which also included expenses such as travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing other professional services, and general working capital expenses. The Company anticipates these areas to continue to increase period over period as the Company expands its teams into new markets, continue construction of its entertainment campuses and anticipated growth of its balance sheet over the next several years. The Company’s equity compensation expenses increased by $2,969,556 during the six months ended June 30, 2025 due to various equity awards granted during the period to employees, consultants and service providers as the Company, among other things, granted 2.5 million options in January 2025 in connection with the closing of its McKinney TX property.

*Depreciation and Amortization Costs.* Depreciation and amortization costs for the Company increased $765,083 for a total of $1,374,412 in the three months ended June 30, 2025 compared to $609,329 during the three months ended June 30, 2024. During the 2025 year periods, the Company had additional assets depreciated in the three and six months ended June 30, 2025 for the Ford Amphitheater in Colorado compared to the same periods ended June 30, 2024.

#### Other Expense

For the three months ended June 30, 2025 and 2024, other expense totaled $45,725 and $0, respectively. The increase in other expense quarter over is due to a non-recurring expense that occurred in 2025 that was not present in 2024. For the six months ended June 30, 2025 other expenses totaled $45,725 compared to other expenses totaling $2,500,000 during the six months ended June 30, 2024, with the expenses during the 2024 year period primarily attributable to a financing expense the Company recognized on a convertible promissory note issued in January 2024 (being the note issued to KWO described in this report).

#### Interest Expense

The Company had net interest expense of approximately $2,008,284 and $1,150,221 for the three months ended June 30, 2025 and 2024, respectively. We had net interest expense of approximately $3,058,656 and $1,555,186 for the six months ended June 30, 2025 and 2024, respectively. This increase in the 2025 periods was primarily due to the addition of the convertibles promissory notes that we issued during the first two quarters of 2025, along with the amortization of the debt discount fees on the warrants of such convertible debt.

#### Other Income

Roth Industries, LLC (“*Roth Industries”*), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2024 to 2025. the Company recognized licensing fees from Roth Industries, totaling $35,000 and $35,000 for the three months ended June 30, 2025 and 2024 and $70,000 and $70,000 during the six months ended June 30, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $172,500 and $107,500 in receivables from Roth as of June 30, 2025 and December 31, 2024, respectively. The amounts received were recorded in other income in the condensed consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the condensed consolidated balance sheet.

### Factors that May Influence Future Results of Operations

#### Impact of Macroeconomic Conditions

We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability.

The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected.

#### Rising Interest Rates

A prevailing trend that has impacted our business is rising and steadily high interest rates. Since March 2022, the Federal Reserve has increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades. In December 2024, the Federal Reserve lowered the benchmark rate by 50 basis points, reducing the rate to the range of 4.25% to 4.50%. Although the Federal Reserve has indicated that additional rate reductions could occur in the remainder of 2025 and in 2026, the timing and extent of those rate cuts are uncertain. Although Venu was fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were less favorable for borrowers. Furthermore, interest-rate increases may reduce the affordability of our land-development projects due to increased debt-servicing costs. Volatility in interest rates affect the demand for, and price of real estate. A rise in interest rates increases the cost while lowering the availability of debt financing. Increased borrowing costs would drive the costs of our development projects and inflate our project budgets.

#### Inflation

Another trend that impacted our business throughout 2024 and that has continued to impact our business during 2025 has been the increase in inflation nationwide, which at times has gone hand in hand with the rising interest rate environment. With respect to project execution, inflation increased the cost of building materials and labor types, creating upward pressure on the costs of constructing and developing our event venues. Third parties that we contracted with, such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services used in their businesses. Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which could impact our profitability.

In addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies, utilities, and labor, all of which are essential components of operating restaurants and venues. While we were able to offset some of those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we did not deter customers from dining with us and in turn impact our overall sales volume. Inflation also impacts consumer-spending habits. As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining.

We continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.

### Liquidity and Capital Resources

The Company have devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while closing on its initial public offering that closed on November 29, 2024. While its primary focus is building venues in these additional markets which drives its balance sheet, its secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.

When comparing our year-after-year interim financials, we had an accumulated deficit of $76,842,171 and $47,361,208 as of June 30, 2025 and December 31, 2024, respectively, with cash flows used in operations of $11,484,247 for the six months ended June 30, 2025 and provided by $6,117,758 for the six months ended June 30, 2024, respectively. Additionally, we experienced an increase in net loss from $21,085,184 to $31,736,344 for the six-month period ended June 30, 2025 compared to the same period in 2024. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to non-recurring expense due to continuing to develop our business plan, growing our staff, raising capital, planning venues in new markets, such as Oklahoma and Texas, along with equity-based compensation that was issued for non-cash financing.

In addition, the Company grew its property and equipment, net, to $199,201,653 as of June 30, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 45%, over the six-month period.

On January 17, 2024, the Company entered into a convertible promissory note (“Note”) with KWO, LLC (“KWO”), to accrue interest at 8.75% per annum, for draws to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The first draw commenced March 1, 2024 with the maturity date of February 28, 2025. At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into Company common stock of equivalent value, and the Company shares were deemed to have a fixed value of $10 per share. On June 3, 2025, KWO delivered a notice of its election to convert all amounts owed to KWO under the Note into shares of common stock. A total of 1,007,292 shares of Company common stock were delivered to KWO in full satisfaction of amounts owed to KWO under the 2024 loan facility. KWO released its security interest in the Company real property assets that served as collateral for the loan.

On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into a Chapter 380 Economic Development Program Agreement (the “Chapter 380 Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements. Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, “Entitlement”) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

During the six months ended June 30, 2025 the Company issued a series of convertible promissory notes having the same terms:

- The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.
- On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.
- On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes.

On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction Loan”). The Construction Loan has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The balances at June 30, 2025 and December 31, 2024 was $2,658,215 and $0. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO.

### Cash Flows

The following information reflects cash flows for continuing operations for the three-month periods presented:

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents at beginning of period | $37,969,454 | $20,201,104 |
| Net cash used in operating activities | (11,484,247) | 6,117,758 |
| Net cash used in investing activities | (39,216,643) | (31,185,229) |
| Net cash provided by financing activities | 50,163,414 | 47,622,260 |
| Cash and cash equivalents at end of period | $37,431,978 | $42,755,893 |

#### Net Cash Used in Operating Activities

Net cash used in operating activities was $11,484,247 and net cash provided by operating activities was $6,117,758 during the six months ended June 30, 2025 and 2024, respectively. The decrease of $17,602, 005 in cash used during the six month of 2025 compared to the six months of 2024 was primarily attributable to the increases in net loss, decreases in accounts payable, offset by the increases in accrued expenses.

#### Net Cash Used in Investing Activities

Net cash used in investing activities was $39,216,643 and $31,185,229 during the six months ended June 30, 2025 and 2024, respectively. The increase of $8,031,414 in cash used during the six months of 2025 compared to the six months of 2024 was primarily attributable to the increase in the purchase of property and equipment and the investment in EIGHT Brewing over the six-month period.

#### Net Cash Provided by Financing Activities

Net cash provided by financing activities was $50,163,414 and $47,622,260 during the six months ended June 30, 2025 and 2024, respectively. The increase of $2,541,154 in cash provided during the six months of 2025 compared to the six months of 2024 was primarily attributable to increases in proceeds from the sale of non-controlling interest equity and receipts of the convertible promissory notes.

The Company announced the structured financing model of its Luxe FireSuites available for fractional ownership of its Sunset at McKinney and Sunset at Broken Arrow locations in late February 2025, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization. In addition, the Company announces the model of is Luxe Firesuites available for NNN ownership allowing unique suite ownership for seating for 4-10 fans based on investment level, providing unparalleled financial benefits, investment through guaranteed rents (at applicable locations), and depreciation advantages.

### Significant Accounting Policies and Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.

Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant, and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income-tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants.

### Revenue Recognition

We recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“*ASC”*) 606, *Revenue from Contracts with Customers*, which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements.

We record amounts collected prior to the event as deferred revenue until the event occurs. We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors.

The Company contracted with a subsidiary of the Anschutz Entertainment Group (“*AEG”*), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. We generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within our net amphitheater revenue recognition from AEG.

### Investments in Related Parties

We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, *Investments — Equity Securities*; ASC 325, *Investments — Other*; ASC 810, *Consolidation*; and ASC 820, *Fair Value Measurement*. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our consolidated statements of operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities.

We own 526,166 preferred units for approximately $550,000, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325, *Investments — Other*. The Company invested in Innovate CPG, Inc. for a total 526,166 shares (for a total purchase price of $5,261.66) in May 2025. As a shareholder of Roth Industries, the Company had the right to invest in this newly formed corporation whose primary focus will be to acquire certain rights and brands from Roth Industries and expand and grow those brands separate from Roth Industries with the intent to facilitate the more efficient and accelerated expansion and development of the assets of that brand.

### Leases

We account for our leases in accordance with ASC 842, *Leases*, pursuant to which our leases are classified as either operating or financing leases and recorded in our consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made.

### Business Combinations

On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share.

### Warrants and Options

During the six months ended June 30, 2025, the Company granted a total of 4,297,500 warrants and options, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 465,000 in total warrants and options for contributed services and (iv) 432,500 to employees and directors.

As of June 30, 2025, there was a total of 7,601,352 warrants (and stock options) exercisable with an aggregate intrinsic value of $25,667,460. For the total warrants and stock options outstanding of 9,587,406 as of June 30, 2025, the aggregate intrinsic value was $32,218,705. As of June 30, 2025, there was $7,063,617 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and options included as a charge to operating expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 was $1,883,762 and $13,053,055. Equity-based compensation for the three and six months ended June 30, 2024, respectively was $4,688,372 and $10,254,826. The cost is expected to be recognized over a weighted-average period of 4.63 years.

### Non-controlling Interest and Variable Interest Entities

The non-controlling interest (“*NCI”*) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities in order to determine if they qualify as variable interest entities (“*VIEs”*). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’ Equity.

If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of.

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of June 30, 2025:

|  | BBPCO | GAHIA | HIA | Sunset CO | Sunset MC | Sunset BA | SHC | Sunset McK | Venu VIP | Venu Inc | Notes CS 1 | El Paso | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Balance at December 31, 2024** | **(91,207)** | **6,631,807** | **585,324** | **20,093,064** | **(65,428)** | **110,810** | **3,137,215** | **4,595,687** | **(3,595)** | **-** | **100,625** | **-** | **35,094,303** |
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25 | (6,373) | 77,831 | (3,023) | (741,280) | 177 | (88,367) | (145,314) | (458,850) | (2,629) | (700) | (492) | - | (1,369,020) |
| Non-controlling interest issuance of shares | - | - | - | - | - | 2,596,672 | 13,770,625 | 10,953,701 | - | 15,968 | 9,261 | - | 27,346,228 |
| Distributions to non-controlling shareholders | - | (98,064) | (909) | - | - | - | - | - | - | - | (6,453) | - | (105,426) |
| **Balance at March 31, 2025** | **(97,580)** | **6,611,574** | **581,392** | **19,351,784** | **(65,251)** | **(8,892)** | **16,762,526** | **15,090,538** | **(6,224)** | **15,268** | **102,941** | **-** | **60,966,085** |
| Net income (loss) attributable to non-controlling interest 4/1-6/30/25 | (10,417) | 79,989 | (2,494) | (693,602) | - | 367,084 | (270,898) | (338,617) | (1,204) | (3,365) | (4,954) | (7,881) | (886,359) |
| Non-controlling interest issuance of shares | - | - | - | - | - | 468,182 | 296,999 | 12,724,912 | - | 64,078 | 162,958 | 4,122 | 13,721,252 |
| Distributions to non-controlling shareholders | - | (109,714) | (909) | - | - | - | - | - | - | (9,367) | (26,369) | - | (146,359) |
| **Balance at June 30, 2025** | **(10,417)** | **(29,725)** | **(3,403)** | **(693,602)** | **-** | **835,266** | **26,101** | **12,386,295** | **(1,204)** | **51,346** | **131,635** | **(3,759)** | **12,688,534** |

43

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:

| ASSETS | BBPCO | GAHIA | HIA | Sunset CO | Sunset MC | Sunset BA | SHC | Sunset McK | Sunset El | Venu Inc | Venu VIP | Notes DST | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Cash | 260,107 | 212,512 | 100,475 | 31,663 | 1,414,974 | 767,752 | 5,723,088 | 11,808,891 | 101,469 | - | 2,342 | 205,922 | 20,629,195 |
| Property and equipment, net | 40,583 | 10,631,874 | 10,277,794 | 47,620,003 | 36,724 | 22,745,062 | 12,172,841 | 1,980,140 | 202,483 | - | - | - | 105,707,504 |
| Other assets | 1,191,762 | 186,356 | 723,801 | 98,108 | - | - | 349,945 | 10,086,179 | - | - | 11,187 | 11,000 | 12,658,338 |
| Total assets | 1,492,452 | 11,030,742 | 11,102,070 | 47,749,774 | 1,451,698 | 23,512,814 | 18,245,874 | 23,875,210 | 303,952 | - | 13,529 | 216,922 | 138,995,037 |
| LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Accounts payable | 59,419 | 413 | 34,516 | 95,655 | - | 13,507,259 | 2,669,239 | 430,518 | 76,039 | - | 14,829 | 139,779 | 17,027,666 |
| Accrued expenses and other | 365,638 | 14,452 | 191,565 | 167,047 | - | 2,535,164 | 92,112 | 124,322 | - | - | - | - | 3,490,300 |
| Other long-term liabilities | 1,054,770 | 4,190,509 | 3,305,253 | 11,963,333 | - | 550,000 | - | 879,424 | - | - | - | - | 21,943,289 |
| Total Liabilities | 1,479,827 | 4,205,374 | 3,531,334 | 12,226,035 | - | 16,592,423 | 2,761,351 | 1,434,264 | 76,039 | - | 14,829 | 139,779 | 42,461,255 |
| Stockholders’ Equity & NCI | 12,625 | 6,825,368 | 7,570,736 | 35,523,739 | 1,451,698 | 6,920,391 | 15,484,523 | 22,440,946 | 227,913 | - | (1,300) | 77,143 | 96,533,782 |
| Total liabilities and equity | 1,492,452 | 11,030,742 | 11,102,070 | 47,749,774 | 1,451,698 | 23,512,814 | 18,245,874 | 23,875,210 | 303,952 | - | 13,529 | 216,922 | 138,995,037 |

The following table provides a summary of the Company’s non-controlling interests for the three-month periods ended June 30, 2025 and June 30, 2024:

|  | BBPCO | GAHIA | HIA | Sunset CO | Sunset MC | Sunset BA | SHC | Sunset McK | Venu VIP | Venu Inc | Notes CS 1 | El Paso | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Balance at December 31, 2024** | **(91,207)** | **6,631,807** | **585,324** | **20,093,064** | **(65,428)** | **110,810** | **3,137,215** | **4,595,687** | **(3,595)** | **-** | **100,625** | **-** | **35,094,303** |
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25 | (6,373) | 77,831 | (3,023) | (741,280) | 177 | (88,367) | (145,314) | (458,850) | (2,629) | (700) | (492) | - | (1,369,020) |
| Non-controlling interest issuance of shares | - | - | - | - | - | 2,596,672 | 13,770,625 | 10,953,701 | - | 15,968 | 9,261 | - | 27,346,228 |
| Distributions to non-controlling shareholders | - | (98,064) | (909) | - | - | - | - | - | - | - | (6,453) | - | (105,426) |
| **Balance at March 31, 2025** | **(97,580)** | **6,611,574** | **581,392** | **19,351,784** | **(65,251)** | **(8,892)** | **16,762,526** | **15,090,538** | **(6,224)** | **15,268** | **102,941** | **-** | **60,966,085** |
| Net income (loss) attributable to non-controlling interest 4/1-6/30/25 | (10,417) | 79,989 | (2,494) | (693,602) | - | 367,084 | (270,898) | (338,617) | (1,204) | (3,365) | (4,954) | (7,881) | (886,359) |
| Non-controlling interest issuance of shares | - | - | - | - | - | 468,182 | 296,999 | 12,724,912 | - | 64,078 | 162,958 | 4,122 | 13,721,252 |
| Distributions to non-controlling shareholders | - | (109,714) | (909) | - | - | - | - | - | - | (9,367) | (26,369) | - | (146,359) |
| **Balance at June 30, 2025** | **(10,417)** | **(29,725)** | **(3,403)** | **(693,602)** | **-** | **835,266** | **26,101** | **12,386,295** | **(1,204)** | **51,346** | **131,635** | **(3,759)** | **12,688,534** |

|  | BBPCO | GAHIA | HIA | Sunset CO | Sunset MC | Sunset BA | SHC | Sunset McK | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Balance at December 31, 2023 | **(118,444)** | **6,733,243** | **601,110** | **21,620,755** | **288,653** | **47,106** | **2,053,440** | **-** | **31,225,863** |
| Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/24 | 15,652 | 82,506 | (3,000) | (245,133) | (28,043) | (14,036) | (24,839) | (188) | (217,081) |
| Non-controlling interest issuance of shares | - | - | - | - | 33,078 | 235,993 | 1,993,498 | 98,818 | 2,361,387 |
| Distributions to non-controlling shareholders | - | (123,141) | (909) | - | - | - | - | - | (124,050) |
| Balance at March 31, 2024 | **(102,792)** | **6,692,608** | **597,201** | **21,375,622** | **293,688** | **269,063** | **4,022,099** | **98,630** | **33,246,119** |
| Net income (loss) attributable to Non-Controlling Interest 4/1-6/30/24 | 11,469 | 94,097 | (3,107) | (364,690) | (38,086) | (97,866) | (325,036) | (24,847) | (748,066) |
| Non-controlling interest issuance of shares | - | - | - | 338,742 | (130,839) | 77,419 | 752,789 | 1,255,368 | 2,293,479 |
| Distributions to non-controlling shareholders | - | (146,173) | (909) | - | - | - | - | - | (147,082) |
| Balance at June 30, 2024 | **(91,323)** | **6,640,532** | **593,185** | **21,349,674** | **124,763** | **248,616** | **4,449,852** | **1,329,151** | **34,644,450** |

### Off-Balance Sheet Arrangements

We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented.

### Stockholders’ Equity

On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. As of June 30, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 40,080,292 shares of Common Stock issued and outstanding.

Except for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders.

### Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.

### JOBS Act Accounting Election

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “*JOBS Act”*), was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (an “*EGC”*) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “*Securities Act”*), for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates.

Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC.

## Market risk

As filed, 427 characters.

### Emerging Growth Company Status

We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are therefore subject to reduced public company reporting requirements. As a smaller reporting company, pursuant to Item 305(e) of Regulation S-K promulgated under the Securities Act, we are not required to provide the information required by this Item 3.

## Controls and procedures

As filed, 4,764 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934. These controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is communicated to the principal executive officer and our principal financial officer. Based on that evaluation, our principal executive officer and our principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective due to the material weakness in our internal controls over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2024, with respect to the Company having limited accounting personnel and as such, is unable to properly segregate duties relating to the Company’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced accounting systems and financial close processes.

While we have processes to identify and appropriately apply applicable accounting requirements, the Company’s remediation plan is continue to enhance our system of evaluating and implementing the accounting standards that apply to segregate our duties and systems, while also continuing to grow our experienced accounting personnel, including enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time with the addition of experienced accounting employees and external consultants and with enhanced accounting systems and financial close processes.

### Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified material weakness in internal controls as described above. While we have processes to identify and appropriately apply applicable accounting requirements, we grew our accounting 34% staff during the six months ended June 30, 2025 compared to June 30, 2024 and will continue to evaluate our experienced staffing needs to segregate duties to mitigate the risk of material misstatement due to fraud or error, including enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications and to improve our financial reporting processes.

### Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

## Risk factors

As filed, 752 characters.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.

Filed Aug 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001641172-25-024018. Last ingested by Listed: Oct 26, 2026, 17:16 ET. No prices; not investment advice.