{"url_path":"/sec/amc/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1411579/0001104659-26-076642-index.html","accession_number":"0001104659-26-076642","cik":"0001411579","ticker":"AMC","issuer_name":"AMC ENTERTAINMENT HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1411579/0001104659-26-076642-index.html","primary_entity_key":"0001411579","primary_entity_name":"AMC ENTERTAINMENT HOLDINGS, INC."},"word_count":590,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 23, 2026, AMC Entertainment Holdings, Inc.\n(the “Company” or “AMC”) entered into a securities purchase agreement (the “Purchase Agreement”) with\ncertain institutional investors (the “Investors”) for the sale by the Company of 95,250,000 shares (the “Shares”)\nof its Class A common stock, par value $0.01 per share (“Common Stock”), in a registered direct offering (the “Offering”),\nat a purchase price of $2.10 per share. The Offering is expected to close on June 24, 2026 (the “Closing Date”), subject\nto the satisfaction of customary closing conditions.\n\n \n\nIn connection with the Offering, the Company entered\ninto a placement agency agreement (the “Placement Agency Agreement”) on June 23, 2026 with Roth Capital Partners, LLC\n(the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement\nAgent, the Company will pay the Placement Agent a cash fee of 5.5% of the aggregate gross proceeds raised in the Offering and will reimburse\ncertain expenses.\n\n \n\nThe Purchase Agreement contains customary representations\nand warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties. The\nCompany has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common\nStock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement\nor prospectus, or any amendment or supplement thereto for a period of 45 days following the Closing Date, subject to certain exceptions.\n\n \n\nThe shares of Common Stock described above were\noffered pursuant to the Registration Statement on Form S-3 (File No. 333-293291), filed by the Company with the Securities and\nExchange Commission (the “Commission”) on February 9, 2026 (the “Registration Statement”), including a prospectus\nincluded in the Registration Statement, and a prospectus supplement, dated June 23, 2026.\n\n \n\nThe Company will receive net proceeds of\napproximately $189 million from the Offering, after deducting the estimated Placement Agent fees and before deducting estimated offering expenses. The Company intends to use the\nnet proceeds from this Offering to redeem all of its $125,500,000 aggregate principal amount of 6.125% Senior Subordinated Notes due\n2027, pay related fees, costs, premiums and expenses associated therewith and for general corporate purposes, which may include the\nrepayment of other debt, the strengthening of the Company’s cash reserves and investments to enhance the moviegoing experience\nat the Company’s theatres.\n\n \n\nThe representations, warranties and covenants\ncontained in the Purchase Agreement and the Placement Agency Agreement were made solely for the benefit of the parties to such agreements\nand may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated herein by reference\nonly to provide investors with information regarding the terms of such agreements, and not to provide investors with any other factual\ninformation regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic\nreports and other filings with the Commission.\n\n \n\nThe foregoing summaries of the Purchase Agreement\nand Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, copies of such documents\nattached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.\n\n \n\nA copy of the opinion of Weil, Gotshal &\nManges LLP relating to the legality of the issuance and sale of the Shares, including the consent included therein, is attached as Exhibit 5.1\nto this Current Report on Form 8-K."}