American Picture House (APHP) sets $100M equity line for growth

Rhea-AI Filing Summary

American Picture House Corporation disclosed that it has entered into a new Equity Line of Credit Agreement with RH2 Equity Partners, L.P., effective September 12, 2025. Under this facility, the company may sell newly issued common shares to the investor from time to time, up to the lesser of $100,000,000 in aggregate gross purchase price or a defined maximum share issuance. The equity line runs for 24 months and is intended to provide flexible access to capital.

Any proceeds from sales of common stock under this arrangement may be used for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives. The company also entered into a Registration Rights Agreement with the investor, under which it agreed to file a registration statement covering the resale of shares issued under the equity line. The shares issuable under the facility will be offered in a private placement relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and the investor represented it is an accredited investor.

Insights

Capital markets and corporate finance analyst

American Picture House secures a flexible $100M equity line that can fund growth but may add future share issuance.

The company has put in place an Equity Line of Credit Agreement with RH2 Equity Partners allowing sales of new common stock over 24 months, up to the lesser of $100,000,000 in aggregate gross purchase price or a defined maximum share issuance. This structure gives the company discretion to draw capital in tranches, which can be helpful for matching funding to project timing.

Proceeds may support working capital, project development, production financing, and other strategic initiatives, so the facility can underpin both ongoing operations and new projects. Because shares are issuable over time, actual effects on existing holders will depend on how much of the line is used, the prices at which shares are sold, and the pace of issuance.

The shares under the equity line are initially unregistered, relying on Section 4(a)(2) and/or Rule 506 of Regulation D, with a separate Registration Rights Agreement obligating the company to file a registration statement for resale. Subsequent filings and usage levels of this facility will show how central it becomes to the company’s financing plans.

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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

FAQ

What new financing arrangement did American Picture House (APHP) enter into?

American Picture House entered into an Equity Line of Credit Agreement with RH2 Equity Partners, L.P., effective September 12, 2025, allowing the sale of newly issued common stock over a 24-month term.

How much capital can American Picture House potentially raise under the new equity line?

Under the equity line, American Picture House may sell newly issued common stock to the investor for up to the lesser of $100,000,000 in aggregate gross purchase price or the defined Maximum Common Stock Issuance.

What is the term of the American Picture House equity line with RH2 Equity Partners?

The Equity Line of Credit Agreement provides American Picture House with flexible access to capital over a 24-month term from the effective date of the facility.

How does American Picture House plan to use proceeds from the equity line?

Proceeds from any sales of common stock under the equity line may be used for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives.

What registration commitments did American Picture House make related to the equity line?

In a Registration Rights Agreement with RH2 Equity Partners, American Picture House agreed to file a registration statement covering the resale of shares issued under the equity line.

Under what securities law exemptions will shares under the APHP equity line be issued?

Shares of common stock issuable under the equity line will be offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, and the investor represented it is an accredited investor.