UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | Commission File Number | (IRS EIN) |
(Address of principal executive offices)
1-
(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 | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2026, Thomas Rauker notified American Picture House Corporation (the “Company”) of his resignation from the Company’s Board of Directors, effective immediately.
In his written communication to the Company, Mr. Rauker stated that his resignation was due to differences with management regarding the Company’s financial planning, budgeting, forecasting and related operating and oversight practices. Mr. Rauker also expressed appreciation for the opportunity to serve on the Board and stated that he remains supportive of the Company’s long-term success.
A copy of Mr. Rauker’s written communication concerning the circumstances surrounding his resignation is filed as Exhibit 17.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 17.1 | Written communication of Thomas Rauker, dated March 16, 2026 | |
| 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: March 20, 2026 |
By: | /s/ Bannor Michael MacGregor |
| Name: | Bannor Michael MacGregor | |
| Title: | Chief Executive Officer | |
Exhibit 17.1
March 16, 2026
Dear Michael and Members of the Board,
After careful consideration, I have decided to resign from my position as a member of the Board of Directors of American Picture House Corporation, effective March 16, 2026.
Serving on the Board has been a meaningful experience, and I appreciate the opportunity to work alongside such a committed group of directors and management. I have great respect for the team and for the effort that has gone into building the company and advancing its mission.
At this stage, however, I believe it is appropriate for me to step aside. As the company continues to navigate a challenging financial environment, I feel that my ability to contribute constructively is increasingly constrained by differences in perspective regarding financial planning, budgeting discipline, and the operational frameworks necessary to guide the company forward. Given these circumstances, I believe the most responsible course is to allow the Board and management to move ahead without my continued participation.
I remain supportive of the company and sincerely hope for its long-term success. I appreciate the professionalism and collaboration I have experienced during my time on the Board and wish the team the very best moving forward.
Thank you again for the opportunity to serve.
Sincerely,
Tom Rauker