UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |