8-K
American Picture House Corp (APHP)
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
Dateof 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<br> of Incorporation) | Commission<br> File Number | (IRS<br> EIN) |
1135Kildaire Farm Road,
Suite200, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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).
Emerginggrowth 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. ☐
Item1.01 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, productionfinancing, 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.
Item3.02 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.
Item9.01 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:<br> September 19, 2025 | By: | /s/ Bannor Michael MacGregor |
| Name: | Bannor<br> Michael MacGregor | |
| Title: | Chief<br> Executive Officer |
Exhibit10.1
Exhibit10.2
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Picture House Corporation Secures $100 Million Equity Line of Credit fromRH2 Equity Partners to Accelerate Growth and Film Slate Expansion
Cary, NC – September 19, 2025 – American Picture House Corporation (OTCQB: APHP) (“American Picture House” or the “Company”), an independent film finance and production company, today announced that it has entered into a $100 million Equity Line of Credit (“ELOC”) Agreement and a Registration Rights Agreement with RH2 Equity Partners, L.P. (the “Investor”).
The ELOC, executed on September 15, 2025 with an effective date of September12, 2025, provides the Company with the right, but not the obligation, to sell up to $100 million of newly issued shares of its common stock to RH2 Equity Partners over a 24-month period, subject to certain limitations. Proceeds from the facility may be used for generalcorporate purposes, including working capital, project development, production financing, and other strategic initiatives.
“This financing agreement represents a major step forward for American Picture House,” said Bannor Michael MacGregor, Chief Executive Officer of American Picture House. “The ELOC provides us with flexible and scalable access to capital to expand our film slate, pursue high-quality content opportunities, and strengthen our balance sheet as we prepare for a planned uplisting to a national exchange. With this partnership, we have the ability to move quickly when opportunities arise, while maintaining control over when and how we draw capital.”
MacGregor added: “This is about creating optionality. With this $100 million ELOC in place, we can accelerate development on projects already in our pipeline, pursue strategic co-productions, and enhance our ability to distribute content globally. We believe this facility will allow us to deliver greater value to our shareholders while advancing our vision of building a premier independent film finance and production platform.”
Richard Hawkins, Partner at RH2 Equity Partners, stated: “Our team’s background as film producers gives us a unique perspective to support American Picture House. This ELOC offers flexible, issuer-friendly terms that position the company for long-term success as it builds its film slate and market presence.”
The Company was advised by Enclave Capital LLC, which will serve as Placement Agent in connection with the transaction.
About American Picture House Corporation
American Picture House Corporation (OTCQB: APHP) is an independent film finance and production company focused on producing, acquiring, and distributing high-quality feature films and related media content. The Company seeks to leverage its industry relationships, creative talent, and financial structuring expertise to build a diverse slate of projects for worldwide audiences.
About RH2 Equity Partners
RH2 Equity Partners is a strategic investment firm specializing in structured financing and recapitalization solutions for emerging public companies. The firm supports issuers through a range of tailored capital structures including Equity Lines of Credit (ELOCs), Structured Debt Settlement and Equity Programs, and registered offering participation under Regulation A and S1. RH2 provides not only capital but also hands-on support for compliance, corporate governance, and public market readiness. Its platform is designed to resolve legacy challenges, restore balance sheets, and enable sustainable access to growth capital without reliance on toxic structures or short term lending. RH2 is uniquely equipped to prepare and file Regulation A offerings using a proprietary documentation process that helps issuers raise institutional capital quickly and efficiently.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s ability to access capital under the ELOC, its financing and growth strategies, planned uplisting, and anticipated benefits of the transaction. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to market conditions, the Company’s ability to satisfy the conditions under the ELOC, regulatory requirements, the development and success of film projects, and other factors described in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.
Contact:
Investor Relations
American Picture House Corporation
Tel: 1-877-416-5558
Email: info@americanpicturehouse.com