Venu Holding (VENU) risk factors, FY2024 10-K

Other

1. 01might not be available on favorable terms, or at all
2. 02Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability
3. 03Venu’s business plan is based on numerous assumptions and estimates that may not prove accurate
4. 04Venu’s debt obligations may adversely affect cash flow and impose restrictions on the ability to operate its business
5. 05Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries

Risks Related to Venu’s Industry and Current and Planned Operations

1. 06Venu’s inability to open new venues by the end of 2026 would adversely affect Venu’s projected results of operations and financial condition
2. 07Venu’s construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends to open will require, significant capital investments by Venu with no assurance that the venues will be successful
3. 08Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venu’s costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected
4. 09Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu’s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city
5. 10Potential development and construction delays could cause Venu’s estimate of future income, expenses, and development costs to be inaccurate
6. 11The success of Venu’s business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues, and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected
7. 12Any of the foregoing risks, if realized, could have a material adverse effect on our business, financial condition, and results of operations. Further, any negative publicity or events concerning an operator or other locations it operates may adversely affect public perception of our venues operated by such operator
8. 13If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurant, amphitheater, and entertainment venue locations, and opening locations that are profitable, Venu’s business could suffer
9. 14Expansion into new geographic markets may present increased risks due to relative unfamiliarity with these markets
10. 15The catastrophic loss of a facility could adversely affect business
11. 16Venu’s operational costs may be greater than projected due to factors beyond Venu’s control that slow project development and may adversely impact Venu’s profitability
12. 17Venu’s restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected
13. 18Venu’s success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events could have a material adverse effect on business, financial condition, and results of operations
14. 19Venu’s business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic conditions
15. 20Portions of Venu’s business are subject to seasonal fluctuations and its operating results and cash flow likely will vary from period to period
16. 21Poor weather adversely affects attendance at live music events, which could negatively impact Venu’s financial performance from period to period
17. 22There is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue
18. 23The sale of food and prepared food products for human consumption involves a risk of injury to customers
19. 24The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu’s venues could adversely affect revenues and results of operations
20. 25Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics
21. 26Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations

Risks Related to Governmental Regulation

1. 27Venu’s business is subject to the general powers of federal, state and local governments, including those outlined below
2. 28Zoning and governmental approvals could hinder, delay, or completely inhibit Venu’s ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues
3. 29Venu’s ability to meet labor needs while controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll taxes and changing demographics
4. 30The restaurant business is subject to a significant amount of regulation and licensing requirements that could adversely affect our business or require changes to our business practices
5. 31The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements
6. 32Various federal and state employment laws govern the relationship between the Company and its employees and affect the Company’s operating costs

General Business and Personnel Risks

1. 33A material disruption in information technology, network infrastructure and telecommunication systems could adversely affect business and results of operations
2. 34A privacy breach or cybersecurity attack could adversely affect Venu’s business and operations
3. 35Failure to maximize or to successfully protect and assert Venu’s intellectual property rights could adversely affect business and results of operations
4. 36We may be subject to claims that we infringed upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect our business, results of operations, financial condition, and prospects
5. 37Venu is involved in a number of related-party transactions
6. 38Venu is dependent on its key personnel and will need to hire additional personnel. Venu’s hiring abilities may be strained by current employment trends and economic conditions
7. 39Venu’s officers, directors, and principal shareholders collectively own a substantial portion of our Common Stock
8. 40Venu’s officers and directors do not owe a duty of exclusivity to Venu
9. 41Venu is dependent on attracting and retaining qualified employees while also controlling labor costs
10. 42Global economic and market uncertainty may adversely impact Venu’s business and operating results

Risks Related to Ownership of Our Common Stock

1. 43The stock price of our Common Stock may be volatile or may decline regardless of our operating performance
2. 44We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our Common Stock
3. 45Widespread market volatility and fluctuations in the share price of our Common Stock could expose us to costly securities litigation
4. 46Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited
5. 47Our Articles of Incorporation permit “blank check” Preferred Stock, which can be designated by our Board of Directors without shareholder approval
6. 48Certain provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of our Common Stock
7. 49Any provision in our Governance Documents that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing to pay for our Common Stock
8. 50If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline

Risks Related to Being and Reporting as a Public Company

1. 51We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors
2. 52We will incur significantly increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives
3. 53Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
4. 54fluctuations and adversely affect our reported results of operations
5. 55There are many risks associated with forward-looking information in this Annual Report