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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): September 12, 2025
AMERICAN
PICTURE HOUSE CORPORATION
(Exact
name of registrant as specified in its charter)
| Wyoming |
|
000-56586 |
|
85-4154740 |
| (State
of Incorporation) |
|
Commission
File Number |
|
(IRS
EIN) |
1135
Kildaire Farm Road,
Suite
200, Cary, NC 27511
(Address
of principal executive offices)
1-877-416-5558
(Registrant’s
telephone number, including area code)
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(s) |
|
Name
of Each Exchange on Which Registered |
| None |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
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
1.01 Entry into a Material Definitive Agreement.
On
September 15, 2025 (effective as of September 12, 2025), American Picture House Corporation (the “Company”) entered into
an Equity Line of Credit Agreement (the “ELOC”) with RH2 Equity Partners, L.P. (the “Investor”), pursuant
to which the Company may sell to the Investor, from time to time, up to the lesser of (a) $100,000,000 in aggregate gross purchase price
of newly issued shares of common stock, par value $0.0001 per share (“Common Stock”), and (b) the Maximum Common Stock Issuance
as defined therein.
The
ELOC provides the Company with flexible access to capital over the 24-month term of the facility. Proceeds from any sales of Common Stock
under the ELOC may be used by the Company for general corporate purposes, including working capital, project development, production
financing, and other strategic initiatives.
In
connection with the ELOC, the Company also entered into a Registration Rights Agreement (the “RRA”) with the Investor, pursuant
to which the Company agreed to file a registration statement covering the resale of the shares issued under the ELOC.
Item
3.02 Unregistered Sales of Equity Securities.
The
shares of Common Stock issuable under the ELOC, if and when issued, will be offered and sold in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Investor
represented that it is an “accredited investor” as defined in Regulation D.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| |
● |
10.1 Equity Line of Credit Agreement, effective September 12, 2025, by and between American Picture House Corporation and RH2 Equity Partners. |
| |
● |
10.2 Registration Rights Agreement, effective September 12, 2025, by and between American Picture House Corporation and RH2 Equity Partners. |
| |
● |
99.1 Press Release dated September 16, 2025. |
| |
|
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.
| |
American
Picture House Corporation |
| |
|
| Date:
September 19, 2025 |
By: |
/s/
Bannor Michael MacGregor |
| |
Name: |
Bannor
Michael MacGregor |
| |
Title: |
Chief
Executive Officer |
