Venu has closed a USD $25 million financing to fund construction of Regent Bank Amphitheater, its venue in Broken Arrow, just outside Tulsa, Oklahoma.
The deal lands less than five months after Founder, Chairman, and CEO J.W. Roth told shareholders Venu would not need to keep coming back for money.
In a March video message to investors, after the company closed an oversubscribed $86 million equity offering, Roth said: “We do not expect to need to come back to this… We are done.”
Venu announced the financing on Monday (August 3), describing it as single-lender bridge funding that will carry the 12,500-seat Regent Bank Amphitheater to completion in fall 2026.
Venu said it received $12.5 million in gross proceeds at closing, with a further $12.5 million to follow subject to certain conditions.
According to Venu’s prospectus supplement, however, the full $25 million funded on the issuance date, with half of it held in an account as cash collateral pending an appraisal of the Broken Arrow site.
If that appraisal is not delivered within 14 days, or does not satisfy the lender, that money repays principal rather than reaching Venu.
The same filing puts gross proceeds at $11.9 million on issuance, rising to $23.8 million if the balance is released, after a 5% original issue discount.
The loan takes the form of a secured convertible debenture, which Venu expects to repay in cash but which the lender can convert into common stock in the absence of a payment failure or default.
The debenture bridges Venu to a Commercial Property Assessed Clean Energy (C-PACE) deal for Regent Bank Amphitheater, a form of financing repaid over time through a property assessment, which the company expects to close in the third quarter of 2026.
ThinkEquity, sole book-runner on Venu’s March equity raise, acted as sole placement agent on the debenture.
“Getting the capital structure right matters as much as getting the construction right,” said Roth.
“This financing keeps Regent Bank Amphitheater moving forward through a structure that’s disciplined, ownership-focused, and built to protect shareholder value. My thanks to the lending team for their diligence throughout this process, and for believing in what we’re building.”
“Getting the capital structure right matters as much as getting the construction right.”
J.W. Roth, Venu
The debenture is not the only debt Venu has taken on since March.
In July, the company raised a $20 million bridge loan from tax-services firm Ryan, LLC to fund its 20,000-seat Sunset Amphitheater in McKinney, Texas.
As with the Regent Bank debenture, Roth framed the Ryan loan as debt that avoids issuing new stock.
“This financing lets us keep construction moving on one of our most anticipated venues without diluting shareholders and keeps the asset on our balance sheet,” Roth said in July.
Back in March, Roth told shareholders the $86 million raise had given Venu “a clear strategic path to becoming fully funded and operationally profitable.”
The raise came as Venu stock touched what was then an all-time low of $3.63, with Roth telling investors the company was “headed to $50.”
Venu shares last traded at $2.24 on July 30, the day before the debenture was priced.
He said Venu had structured the March offering to open “a pathway to another significant funding” through warrants held by the same investors.
Proceeds from that raise were earmarked for Venu’s amphitheater developments in Texas and Oklahoma and to repay a $4.35 million promissory note tied to a Colorado land purchase.
The Regent Bank debenture converts at the lender’s option at a fixed $7.50 a share – more than three times where Venu stock traded ahead of the deal.
Should Venu miss an installment, the lender can convert instead at a discount to Venu’s recent trading price, subject to a floor of 44.8 cents.
Venu said the deal had been structured to minimize dilution and preserve shareholder value.
Venu is building a pipeline of amphitheaters across several U.S. markets, and in October 2025 struck a content partnership with Primary Wave Music to bring residencies and original productions to its venues.
Regent Bank Amphitheater is one of four amphitheaters Venu has in development, alongside McKinney and El Paso in Texas and a Webster, Texas venue in the greater Houston market, on top of its Ford Amphitheater in Colorado Springs.
In May, Venu also paid $20 million for a 15-acre site in Chattanooga, Tennessee, where it intends to build another.Music Business Worldwide
