Venu Holding (VENU) risk factors, FY2025 10-K

Other

1. 01Venu will require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at allNew
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 profitability48% rewritten
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 Venu’s ability to operate its business22% rewritten
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 subsidiaries25% rewritten

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

1. 06Venu’s ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, and by other factors, some of which are beyond Venu’s control and the timing of which is difficult to forecast accuratelyNew
2. 07Venu’s inability to open The Sunset BA by the end of 2026 and other venues according to their anticipated timelines would adversely affect Venu’s projected results of operations and financial condition
3. 08Venu’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
4. 09Venu 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
5. 10Venu 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
6. 11Potential development and construction delays could cause Venu’s estimate of future income, expenses, and development costs to be inaccurate
7. 12The 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 affected20% rewritten
8. 13If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurants, amphitheaters, 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 our business, financial condition, and results of operations26% rewritten
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 period44% rewritten
16. 21Poor weather adversely affects attendance at live music events, which could negatively impact Venu’s financial performance from period to period37% rewritten
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 operations38% rewritten

Risks Related to Governmental Regulation

1. 25Venu’s business is subject to the general powers of federal, state, and local governments, including those outlined below
2. 26Zoning 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. 27Venu’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. 28The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements

Risks Related to Legal Matters

1. 29We may, from time to time, be subject to legal proceedings, regulatory inquiries, investigations, or claims that could adversely affect our businessNew
2. 30Any failure by Venu or its subsidiaries to comply with private offering exemption requirements could result in, among other things, rescission rights that could adversely affect the Company as a wholeNew
3. 31Use of social media and influencers may adversely affect our reputation or subject us to fines or other penaltiesNew

Risks Related to Information Technology, Cybersecurity, and Intellectual Property

1. 32A material disruption in information technology, network infrastructure, and telecommunication systems could adversely affect our business and results of operations
2. 33A privacy breach or cybersecurity attack could adversely affect Venu’s business and operations23% rewritten
3. 34Data security incidents and the unauthorized access, use, or disclosure of personal or sensitive information could adversely affect our business, damage our reputation, and give rise to liabilitiesNew
4. 35Failure to maximize or to successfully protect and assert Venu’s intellectual property rights could adversely affect business and results of operations
5. 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

Risks Related to Our Officers, Directors, Affiliates, and Other Personnel

1. 37Venu is involved in a number of related-party transactions
2. 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
3. 39Venu’s officers, directors, and principal shareholders collectively own a substantial portion of Venu’s Common Stock28% rewritten
4. 40Venu’s officers and directors do not owe a duty of exclusivity to Venu
5. 41Venu is dependent on attracting and retaining qualified employees while also controlling labor costs
6. 42Global economic and market uncertainty may adversely impact Venu’s business and operating results
7. 43Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics
8. 44Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations31% rewritten

Risks Related to Ownership of Our Common Stock

1. 45The stock price of Venu’s Common Stock may be volatile or may decline regardless of our operating performance
2. 46We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of Venu’s Common Stock89% rewritten
3. 47Widespread market volatility and fluctuations in the share price of Venu’s Common Stock could expose us to costly securities litigation
4. 48Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited
5. 49Our Articles of Incorporation permit “blank check” Preferred Stock, which can be designated by our Board of Directors without shareholder approval20% rewritten
6. 50Certain 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. 51Any 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. 52If securities analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business, our Common Stock, or our market, the price of shares of our Common Stock and our trading volume could decline50% rewritten
9. 53Shareholders’ ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares New
10. 54A significant portion of our total outstanding shares of Common Stock are eligible to be sold into the market in the near future, including pursuant to Rule 144, which could cause the market price of our Common Stock to drop significantly, even if our business is doing wellNew
11. 55The financial and operational projections that we may make from time to time are subject to inherent risksNew

Risks Related to Being and Reporting as a Public Company

1. 56We 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. 57Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
3. 58Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operationsNew
4. 59There are many risks associated with forward-looking information in this Annual Report