AMC Entertainment : Private Placement - Form 8-K

Item 3.02

Unregistered Sales of Equity Securities

Between December 28, 2023 and December 29, 2023, AMC Entertainment Holdings, Inc. (the "Company") has entered into a series of privately negotiated exchange agreements, under which it has issued or will issue an aggregate of 3,258,657 shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock") in exchange for $22,500,000 aggregate principal amount of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 (the "Exchange Transactions"). The Company may engage in similar transactions in the future but is under no obligation to do so. Based on aggregate principal amount exchanged plus $106,944 aggregate accrued interest thereon through the relevant date of exchange, the Common Stock issued had an implied value of $6.94 per share.

Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), the Common Stock issued in the Exchange Transactions were issued in each case to an existing security holder of the Company exclusively in exchange for such holder's securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply.