Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-014740

Filed: 2026-04-02

Period: 2026-03-31

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-03-31

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): March 31, 2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado

80920

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (719) 895-5483

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common

Stock, par value $.001 per share

VENU

NYSE

AMERICAN

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02

Results

of Operations and Financial Condition.

March 31, 2026, Venu Holding Corporation (the “Company”) issued a press release summarizing its year-end 2025 financial and

operating results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report

as Exhibit 99.1. Any materials accompanying the earnings call, together with a webcast replay, have been posted on the Company’s

website. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by reference to such filing.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated March 31, 2026

104

Cover

page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

VENU HOLDING CORPORATION

(Registrant)

Dated: April 1, 2026

By:

/s/ J.W. Roth

J.W. Roth

Chief Executive Officer and Chairman

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Venu

Holding Corporation Reports Its

Annual

2025 and Fourth Quarter Results

Total

assets increased to $370.5 million, up 108% or $192.1 million, from year-end 2024

COLORADO

SPRINGS, CO – March 31, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”)

(NYSE American: VENU), the visionary owner, operator, and developer of premium live entertainment destinations, announced

today results for its fourth quarter and fiscal year ended December 31, 2025

“From

the very beginning, we made a commitment,” said JW Roth Founder, Chairman, and CEO of VENU “To build something that would

stand the test of time, perform at the highest level, and deliver value that speaks for itself. Today, we are doing exactly that.

The

numbers tell the story. Our balance sheet has grown from $83 million to over $370 million in total assets in just 24 months. An independent

appraisal of our completed and in development portfolio came in at $1.24 billion on an as completed basis (1). This is a business grounded

in tangible assets, measured expansion, and thoughtful capital deployment. Patient capital wins. And we are building this for the long

game.

know the market has been noisy. That is what early stages can look like for companies doing what we are doing. But here is what does

not lie: steel went up in McKinney and Tulsa. Tulsa is targeted to open Fall 2026 and McKinney shortly after in Q1 2027. We opened our

Sunset Hospitality Collection, the most sophisticated hospitality complex in our history. Luxe FireSuiteTM sales broke records

again, and our triple net model, which barely existed at the start of 2025, already accounts for 25% of total sales. The market didn’t

just respond. It leaned in.

The

live entertainment industry is evolving fast, and we are positioned to capitalize with residencies, immersive experiences, and AI-driven

activations. The most profitable opportunities are going to the venues built to hold all of it. Our more than music strategy is not a

pivot. It is how we stay ten steps ahead.

grew our team with people who have seen what winning looks like and chose VENU anyway. World-class artists and athletes are becoming

shareholders. Municipalities are knocking. And just this week we added an executive from MSG Entertainment and Sphere, because where

we are going demands that level of firepower.

2026

is already proving the point. PepsiCo signed on as our official beverage partner. Ford Amphitheater made Billboard’s 2026 Top Music

Venues list. Roth’s Sea & Steak was recognized among the best wine programs in the Americas. And remember, our most recent

capital raise closed during one of the most volatile market stretches in recent memory. That is conviction.

The

people paying attention right now are going to look back on this moment. The venues are coming. The content is evolving. The model is

proven. The market is hungry. And we are just getting to the good part.”

Financial

Highlights for the Fourth Quarter and Full Year Ended December 31, 2025

● Total

assets grew to $370.5 million as of December 31, 2025, up $192.1 million or 108% from $178.4

million at December 31, 2024.

○ It

is worth noting that several of our municipality developments sit at zero cost basis on our

balance sheet rather than market to market value as they are contributed assets. An as-completed

basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio

will actually be worth (1).

● Property

and equipment increased to $305.9 million as of December 31, 2025, up 123% from $137.2 million

at December 31, 2024.

● Luxe

FireSuiteTM and Aikman Club sales reached $126.1 million for the full year ended

December 31, 2025, representing a 62% increase over the $77.7 million generated in fiscal

year 2024.

● Luxe

FireSuiteTM sales through the Company’s triple net real estate leaseback

model, launched in early 2025, accounted for approximately 25% of total Luxe FireSuiteTM

sales for the year, establishing the program as a rapidly emerging flagship ownership pathway.

● Total

revenue of $17.9 million for the full year ended December 31, 2025, compared to $17.8 million

for the full year ended December 31, 2024.

● The

Company completed a $14 million sale leaseback of its Colorado Spring parking property in

the fourth quarter of 2025 with a related party, generating a development profit of $6.6

million reflecting in the gain on sale of property in operating profits.

Operational

and Strategic Highlights for Q4 2025 and the Full Year 2025:

Venue

Development

● Structural

steel rose at both Sunset Amphitheater McKinney, TX (20,000-seat, in the Dallas market) and

Sunset Amphitheater Broken Arrow, OK. Subsequent to year end, the 134,000 square foot canopy

roof was completed at Broken Arrow, bringing the 12,500-capacity venue on track for a fall

2026 opening, with shows expected to go on sale within the next six to eight weeks.

● Entered

into a letter of intent to develop a multi-season entertainment destination planned for Webster,

Texas in the Greater Houston MSA, marking VENU’s entry into one of the nation’s

largest and fastest-growing markets.

● Announced

a planned expansion to Centennial, Colorado with a new property acquisition, bringing VENU’s

indoor venue brand to the Denver metro market. The first brand in VENU’s portfolio

to feature an indoor Luxe FireSuiteTM model. Later, closing on the property in

February of 2026 and expecting construction to begin in the coming months.

● Finalized

land acquisition and launched Luxe FireSuiteTM sales for the 12,500 seat Sunset

Amphitheater El Paso, TX, backed by an expanded public private partnership with the City

of El Paso. The City Council approved an expanded agreement, and the official groundbreaking

ceremony was held in November 2025.

Content

& Experience Innovation

● Launched

an omni content strategy across VENU’s venue portfolio, intending to expand programming

beyond traditional concerts to include residencies, AI productions, high end tribute experiences,

theatrical productions, and original in- house shows designed to drive year-round venue utilization

and fan engagement.

● Opened

the Sunset Hospitality Collection at the Colorado Springs campus in November 2025, anchored

by Roth’s Sea & Steak, Brohan’s cocktail lounge, and four luxury private

event spaces, representing the Company’s largest and most premium year-round hospitality

destination to date.

● Selected

Tixr as the official ticketing and integrated commerce partner across four of VENU’s

premium indoor music halls, backed by a capital commitment from Tixr into VENU, bringing

a modern unified platform that elevates the fan experience from purchase to arrival.

● Formed

an industry alliance with Billboard, co-launching the inaugural ‘Disruptor Award’

at the Billboard Live Music Summit in Los Angeles, with the debut honor presented to Khalid

by J.W. Roth and later awarding to PlaqueBoy Max in January of 2026 at Billboard’s

Power 100 during the biggest week in music.

Luxe

FireSuiteTM & Capital Innovation

● Delivered

full year Luxe FireSuiteTM and Aikman Club sales of $126.1 million, establishing

a new annual record and reflecting 62% growth over 2024’s record setting $77.7 million.

○ Posted

$17.1 million in March of 2025 Luxe FireSuiteTM sales alone, a single month record

at the time, followed by $23 million in sales over a record breaking 60-day window later

in the year.

● The

triple net real estate leaseback structure, introduced in mid-2025, surpassed early forecasts

and accounted for approximately 25% of annual Luxe FireSuiteTM sales. Demand moved

so fast we launched a dedicated national campaign to meet it, all while retaining premium

ticket inventory for ongoing revenue generation.

● Completed

a $30 million public offering in August 2025.

Team

& Leadership

● Expanded

the executive team in 2025 with the additions of Vic Sutter as EVP of Operations and Tommy

Ginoza to lead live entertainment programming, while promoting Terri Liebler to President

of Growth and Strategy. Subsequent to year end, Vic Sutter was promoted to Chief Operating

Officer and Will Hodgson was elevated to President of VENU.

● Rounding

out its executive bench in early 2026, VENU added Sarah Rothschild as Senior Vice President

of Strategic Finance and Investor Relations whose career spans MSG Entertainment and Sphere,

two of the most recognized names in premium live entertainment.

● J.W.

Roth was accepted into the Forbes Business Council, joined Newsmax, Bloomberg TV, Schwab

Network, and Cheddar for live national interviews, was named to Billboard’s 2025 Touring

Power Players List, and received his second consecutive VenuesNow All Stars designation.

Market

Recognition & Brand

● Rang

the NYSE Opening Bell in January 2025, celebrating VENU’s fan founded, fan owned mission

on the national stage.

● Welcomed

global artists Niall Horan and Dierks Bentley as VENU shareholders and founding advisory

council members, validation from the artist community of VENU’s model and vision.

● Formed

a three-year industry alliance with Billboard, the global music authority, co-launching the

inaugural ‘Disruptor Award’ to celebrate artists and innovators pushing the music

industry forward

● Aramark

Sports + Entertainment, which first partnered with VENU in June 2025 with an equity investment,

expanded the relationship in early 2026 to cover five of our premium venues and made an additional

equity investment, a powerful signal of continued conviction in our growth.

● Partnered

with Boston Common Golf, the star-studded TGL team featuring Rory McIlroy, Keegan Bradley,

Adam Scott, and Hideki Matsuyama, uniting two brands built around next generation fan engagement

and immersive entertainment experiences.

● In

2025, the VENU story has been covered by some of the most respected names in business and

entertainment media, with features in Billboard, Bloomberg, Newsmax, Cheddar, Pollstar, 5280

Magazine, and more. J.W. Roth was featured on the cover of Pollstar Magazine and profiled

in 5280 Magazine.

Subsequent

Events: January through March 2026

● Closed

an $86.25 million capital raise in March 2026, significantly strengthening the Company’s

balance sheet, reinforcing its minimal debt strategy, and fueling national expansion. The

raise was completed during a period of significant broader market volatility, reflecting

strong institutional and retail investor conviction in VENU’s long term growth strategy.

● Named

PepsiCo as the Official Beverage Partner of VENU’s Sunset Amphitheater portfolio in

March 2026, with additional venues to follow as VENU expands nationwide.

● Ford

Amphitheater was named to Billboard’s 2026 Top Music Venues List, recognized as the

Top West Coast Amphitheater alongside Sphere in Las Vegas, O2 Arena in London, and Allegiant

Stadium, a powerful validation of VENU’s premium venue standard heading into a strong

2026 concert season.

● Roth’s

Sea & Steak was recognized among the best wine programs in the Americas, receiving a

Silver Star in the Best Newcomer category and a Bronze Star in the Best Medium Sized List

category at the Star Wine List of the Year 2026 International Open, further establishing

the Sunset Hospitality Collection as a world-class dining destination.

● Aligned

with Dimensional Innovations, the experiential design firm behind Intuit Dome and Mercedes

Benz Stadium, further elevating the premium design standard across VENU’s venue portfolio.

Conference

Call Details

Tuesday,

March 31, 2026, at 4:30 p.m. Eastern Time

USA/Canada

Toll-Free Dial-In Number:

(800)

715-9871

International

Toll Dial-In Number:

(646) 307-1963

Conference

ID: 9521412

Conference

Call Replay - available through March 31, 2027, at https://investors.venu.live

Source:

Venu Holding Corporation

About

Venu Holding Corporation

Venu

Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven

entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes

Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern,

Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and

Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

VENU

has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and

Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders

such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, Tixr, Niall

Horan, and Dierks Bentley. VENU continues to shape the future of the entertainment landscape.

For more information, visit VENU’s website, Instagram, LinkedIn, or X.

Forward

Looking Statements

Certain

statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws.

Words such as “may,” “might,” “will,” “should,” “believe,” “expect,”

“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”

“plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are

forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed

on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking

statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation

those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein.

Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because

of new information, future events or otherwise, except as required by law.

(1)

Appraisal Disclosures

These

appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised

values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties,

as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal for the Colorado

Springs campus includes a 5.5-acre parking lot that was later sold through a sale-leaseback transaction in November 2025 for $14 million.

At the time of the original appraisal, that parcel was valued at $9.2 million. It is important to understand that the appraisal of VENU’s

properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point

in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes

could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate

of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as

a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may

yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it

under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties

to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure

that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or

other review procedures by our outside independent accountants.

The

opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks

and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized

by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and

entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal

of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not

validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

Contacts

VENU

Media and Investor Relations

Chloe Polhamus, cpolhamus@venu.live

VENU

HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(in

US Dollars)

As of

December 31,

2025

2024

ASSETS

Current assets

Cash and cash equivalents

$ 41,306,358

$ 37,969,454

Inventories

474,467

225,283

Prepaid expenses and other current assets

2,546,523

850,951

Total current assets

44,327,348

39,045,688

Other assets

Property and equipment, net

305,947,277

137,215,936

Intangible assets, net

144,558

211,276

Operating lease right-of-use assets, net

17,397,009

1,351,600

Investment in EIGHT Brewing

1,999,999

Investment in related parties

555,262

550,000

Security and other deposits

183,582

43,015

Total other assets

326,227,687

139,371,827

Total assets

$ 370,555,035

$ 178,417,515

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

$ 25,129,485

$ 7,283,033

Accrued expenses

27,847,751

3,556,819

Accrued payroll and payroll taxes

577,360

262,387

Deferred revenue

1,542,564

1,528,159

Current portion of convertible debt

9,433,313

Current portion of operating lease liabilities

605,261

364,244

Current portion licensing liability

223,333

Current portion NNN firesuite liability

1,026,300

Current portion of long-term debt

400,108

2,101,501

Total current liabilities

57,352,162

24,529,456

Long-term portion of operating lease liabilities

16,886,027

1,020,604

Long-term licensing liability and other liabilities

8,951,600

7,950,000

Long-term convertible debt

1,907,530

Long-term NNN firesuite liability

30,038,214

Long-term debt, net of current portion

56,568,151

14,100,217

Total liabilities

$ 171,703,684

$ 47,600,277

Commitments and contingencies - See Note 16

Mezzanine Equity

Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001

par - 1,342 authorized, 675 issued and outstanding at December 31, 2025 and 0 authorized, issued and outstanding at December 31,

2024

$ 10,125,000

$ -

Stockholders’ Equity

Common stock, $0.001 par - 144,000,000 authorized, 42,860,764 issued and outstanding

at December 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024

42,961

37,472

Class B common stock, $0.001 par - 1,000,000 authorized, 304,990 issued and outstanding

at December 31, 2025 and 379,990 issued and outstanding at December 31, 2024

304

379

Additional paid-in capital

222,052,687

144,546,368

Accumulated deficit

(91,454,930 )

(47,361,208 )

$ 130,641,022

$ 97,223,011

Treasury Stock, at cost - 752,435 shares at December 31,

2025 and 276,245 shares at December 31, 2024

(7,899,600 )

(1,500,076 )

Total Venu Holding Corporation and subsidiaries equity

$ 122,741,422

$ 95,722,935

Non-controlling interest

65,984,929

35,094,303

Total stockholders’ equity

$ 188,726,351

$ 130,817,238

Total liabilities and stockholders’

equity

$ 370,555,035

$ 178,417,515

VENU

HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS

(in

US Dollars)

For

the years ended

December

31,

2025

2024

Revenues

Restaurant

including food and beverage revenue, net

$ 9,773,696

$ 10,828,972

Event

center ticket and fees revenue, net

6,045,286

4,648,478

Rental

and sponsorship revenue, net

2,078,064

2,356,933

Total

revenues, net

$ 17,897,046

$ 17,834,383

Operating

costs

Food

and beverage

2,379,204

2,409,133

Event

center

3,575,159

2,554,606

Labor

4,658,088

4,383,505

Rent

1,838,238

1,361,787

General

and administrative

36,954,414

18,832,115

Equity

compensation

15,345,687

12,015,133

Depreciation

and amortization

6,177,692

3,656,229

Total

operating costs

$ 70,928,482

$ 45,212,508

Gain

on sale of property ($6,608,315 gain from related party transaction)

6,896,983

Loss

from operations

$ (46,134,453 )

$ (27,378,125 )

Other

income (expense), net

Interest

expense, net

(4,582,602 )

(3,201,230 )

Other

expense

(199,168 )

(2,500,006 )

Other

income

135,000

130,387

Total

other income (expense), net

(4,646,770 )

(5,570,849 )

Net

loss

$ (50,781,223 )

$ (32,948,974 )

Net

loss attributable to non-controlling interests

(6,687,501 )

(2,609,219 )

Net

loss attributable to Venu

(44,093,722 )

(30,339,755 )

Preferred

stock dividend

223,875

Net

loss attributable to common stockholders

$ (44,317,597 )

$ (30,339,755 )

Weighted

average number of shares of Class B common stock, outstanding, basic and diluted

363,552

724,629

Basic

and diluted net loss per share of Class B common stock

$ (1.10 )

$ (0.86 )

Weighted

average number of shares of Class C common stock, outstanding, basic and diluted

6,758,034

Basic

and diluted net loss per share of Class C common stock

$ -

$ (0.86 )

Weighted

average number of shares of Class D common stock, outstanding, basic and diluted

16,319,014

Basic

and diluted net loss per share of Class D common stock

$ -

$ (0.86 )

Weighted

average number of shares of Common stock, outstanding, basic and diluted

39,981,214

11,642,944

Basic

and diluted net loss per share of Common stock

$ (1.10 )

$ (0.86 )

VENU

HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in

US Dollars)

For the years ended December 31,

2025

2024

Net loss

$ (50,781,223 )

$ (32,948,974 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Gain on sale of property ($6,608,315 gain from related party transaction)

(6,896,983 )

Equity issued for interest on debt

1,168,304

766,920

Equity based compensation

15,067,787

12,015,133

Equity issued for services

277,900

Amortization of debt discount

916,681

2,917,989

Noncash lease expense

532,187

498,808

Depreciation and amortization

6,177,692

3,656,229

Noncash financing expense

2,500,000

Project abandonment loss

668,403

Noncash interest and debt discount

275,514

Changes in operating assets and liabilities:

Inventories

(249,184 )

(39,537 )

Prepaid expenses and other current assets

(1,695,572 )

(641,736 )

Security and other deposits

(140,567 )

332,889

Accounts payable

17,846,452

4,694,025

Accrued expenses

24,067,057

2,858,450

Accrued payroll and payroll taxes

314,973

(69,070 )

Deferred revenue

14,405

764,078

Operating lease liabilities

(471,156 )

(465,890 )

Licensing liability

1,224,933

6,250,000

Net cash provided by operating activities

7,649,200

3,757,717

Cash flows from investing activities

Purchase of property and equipment

(141,655,251 )

(72,483,650 )

Investment in EIGHT Brewing

(1,999,999 )

Investment in related party

(5,262 )

Proceeds from sale of 13141 BP

2,627,990

Proceeds from gain on sale of property - related party

7,600,000

Net cash acquired from acquisition of 13141 BP

74,085

Net cash used in investing activities

(133,432,522 )

(72,409,565 )

Cash flows from financing activities

Receipt of convertible promissory note

18,000,000

Receipt of short-term promissory note

(10,000 )

Proceeds from NNN firesuite liability

30,789,000

Proceeds from municipality promissory note

6,200,000

Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series

B Preferred Stock

10,125,000

Proceeds from issuance of shares

33,074,101

31,960,250

IPO issued

12,654,100

Proceeds from exercise of warrants

345,100

Proceeds from sale of non-controlling interest equity

42,046,443

38,463,367

Acquisition of treasury stock

(1,500,000 )

Principal payments on long-term debt

(382,750 )

(313,136 )

Payment of promissory note

(2,000,000 )

Payment for personal guarantee on convertible debt

(100,000 )

Distributions to non-controlling shareholders

(2,876,668 )

(934,435 )

Net cash provided by financing activities

129,120,226

86,420,198

Net increase in cash and cash equivalents

3,336,904

17,768,350

Cash and cash equivalents, beginning

37,969,454

20,201,104

Cash and cash equivalents, ending

$ 41,306,358

$ 37,969,454

Supplemental disclosure of non-cash operating, investing and financing activities:

Cash paid for interest

$ 621,391

$ 406,483

Cash paid for income taxes

$ -

Property acquired via promissory note

$ 42,918,071

$ -

Right-of-Use Assets obtained in exchange for operating lease liabilities

$ 16,498,944

$ 471,476

Conversion of convertible debt and interest to common equity

$ 25,000,318

$ -

Debt discounts - warrants

$ 1,210,926

$ 3,000,140

Accrued preferred stock dividends

$ 223,875

$ -

Acquisition of treasury stock from sale of property - related party

$ 6,400,000

$ -

Property acquired via convertible debt

$ -

$ 10,000,000

Property acquired via short-term promissory note

$ -

$ 2,000,000

Land returned in exchange for termination of promissory note payable

$ -

$ 3,267,000

Debt discount - suite granted to lender

$ -

$ 200,000

Equity issued for origination fee

$ -

$ 100,000

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Cover

Mar. 31, 2026

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Telstar Drive

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Suite 501

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Colorado

Springs

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