MINUTES OF THE BOARD OF DIRECTORS MEETING AND ACTION:
HANNOVER HOUSE – BOARD OF DIRECTORS RESOLUTION
REGARDING AN INCREASE IN AUTHORIZED “PREFERRED”
SHARES
A
special telephonic meeting of the Board of Directors of Hannover House, Inc.
was held on Tuesday, June 16, 2026, at 2:00-pm CST. Participants in the call included Board
members Christian K. Large, Eddie Jae Walema and Eric Parkinson. Among other agenda items (which have been
recorded in the minutes separately), the purpose of this meeting was to discuss
and approve the authorization for additional “Preferred” Shares of stock, for
use as a credit-enhancement or collateral tool for the acquisition of
approximately one-hundred-million dollars (USD $100,000,000) in productions and
hard assets (including real estate). The following matters were reviewed and
approved by the Board and described below.
1). PREFERRED SHARE A/S INCREASE AND VENTURE
DESCRIPTION – Eric Parkinson opened the meeting with a
discussion of recent communications (and in-person meetings in Los Angeles)
regarding an opportunity
presented to the company by Incite Media, involving the raising of $100-million
in acquisition funding through a carefully structured use of Hannover House “preferred
shares” as a restricted stock collateral tool. Although no agreements have
been finalized with Incite Media, negotiations and structural discussions continue
on some of their specific projects and ventures. However, the concept of using
sales-restricted Preferred Shares as a credit-enhancement (or collateral) tool makes
sense for Hannover House, and would apply to many opportunities outside the
scope of those projects and opportunities presented by Incite.
Accordingly, HHSE CEO Eric Parkinson described to the Board
members the structural concept and the feedback received from Securities
attorney Tomer Tal and entertainment attorney Jere Hausfater. Structurally, the
use of sales restricted Preferred Shares under this plan would function as a
tool of credit-enhancement of Hannover House distribution or purchase
guarantees. Preferred Shares (restricted from sale under Rule 144) can
be pledged as collateral, but held by HHSE from release until up to 18-months, and
would provide Hannover House the opportunity to receive valuable film and
property assets - market and monetize
these assets - and potentially retire the loans before the collateral lien on
Preferred Shares reaches maturity. The assets acquired under such a structure immediately
become positive balance sheet items (reflected on the balance sheet both as
asset and as a payables liability); and to the extent that any portion of a
loan remains upon maturation, the balance would be retired with the release of
the appropriate quantity of collateral shares for such residual debt balance.
Any shares released under this collateral mechanism would potentially be held back longer than the Rule 144 holding restriction, with the additional requirement that the said shares would become saleable upon company’s uplist to Nasdaq, or 18-months, whichever occurs first. This plan creates a functional credit tool for Hannover House, which has already been discussed and approved with major producers.
For instance, with one of the potential productions under this structure, Hannover House would issue a revenue guarantee for worldwide distribution rights to an Oscar-caliber thriller filming this year (with two “AAA” level stars). The distribution guarantee in this case would be for HHSE to pay the producers $5-mm as a royalty minimum guarantee (“M.G.”) for these distribution rights. But the payment of the M.G. is not due for 18-months… so, HHSE will receive the movie, sell it to various international licensors and USA platforms, and seek to retire the balance before the note (and collateral lien) is matured. The film immediately becomes a valuable asset for HHSE (towards meeting the Nasdaq asset qualifications), and the anticipated distribution revenues from a major film like this particular example, will generate fees and impressive quarterly results. If, by chance, any portion of the M.G. is unpaid at maturation of the guarantee (which is after the film has been distributed and monetized), then the release of collateral Preferred Shares becomes another positive balance sheet asset (paid-in capital), which positively impacts the balance sheet further by the comparable reduction of the matching payables liability.
Functionally, the use of Preferred Shares as a collateral
mechanism is like empowering Hannover
House with the capability of writing itself a $100-million “post-dated check”
– and bringing in $100-mm in assets and potentially generating another $200-mm
in revenues before the loans mature. These steps put HHSE on track for NASDAQ
within a year - at which point the legacy (current), HHSE shareholders
are likely to see a tremendous return on their common stock investment.
It is believed that this structure will enable HHSE to
acquire six major features, six smaller productions, facilitate funding for the
launch of the MyFlix streaming site and enable the company to acquire a
majority interest in a multi-million-dollar real estate venture (with warehouses,
sound stage, filming equipment, vehicles, editing and post-production offices).
In order to proceed, Parkinson presented to the Board of
Directors the motion to authorize the creation of twenty-five-million
(25,000,000) Preferred Shares to be added to the existing authorized amount
(10-mm) for a revised total count of thirty-five-million (35,000,000) Preferred
Shares.
The newly authorized Preferred shares will have both a Rule 144 sale restriction and a secondary management restriction of 18-months or Nasdaq uplist as triggers for the holder of Preferred Shares to apply for removal of the sale restrictions. Under existing corporate structure for Hannover House, the Preferred shares have a conversion value of one-hundred-to-one if, as and when they become eligible to be converted into HHSE Common Stock. Accordingly, based on the current HHSE Common Stock price, the Preferred shares are currently worth approximately $1.00 each, but are expected to rise in proportion with the Common Stock pricing appreciation. Due to a variety of major ventures – including this funding structure - HHSE management feels the company’s value will significantly rise over the coming months and could support a Common Stock price of $.10 per share. Any appreciation of the HHSE Common Stock pricing will have a proportional impact to the collateral value of the Preferred Shares (i.e., HHSE Common Stock price of $.05 will support a Preferred Share value of $5.00 – and a HHSE Common Stock price of $.10 will support a Preferred Share value of $10.00). Following this explanation, the Board voted unanimously to authorize this A/S modification.
In
compliance with corporate regulations and disclosure practices, Parkinson
indicated that the A/S change would be filed with the Wyoming Secretary of
State, and modified into an edited version for release as a Form 8k Information
statement with the Securities and Exchange Commission (to be published to
the Edgar database as soon as filing access for Hannover House is restored, anticipated
on or about July 1st).
Parkinson
also described to the Board several other high-profile, major-star driven
productions that were presented to the company during the Cannes market, which
are likely candidates for acquisition under this credit-enhancement structure.
There
being no further issues addressed at this meeting, the Board adjourned at 3:11-pm. Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report on
the Minutes of the Board of Directors Meeting of Hannover House, Inc. to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
HANNOVER HOUSE, INC. |
|
|
|
(Registrant) |
|
|
Date: June 17, 2026 |
|
|
|
|
/s/ ERIC F. PARKINSON |
|
By:
ERIC F. Parkinson, C.E.O. & President
HHSE CEO - ERIC PARKINSON - at a Beverly Hills lunch and strategy meeting with (left to right), Entertainment Attorney and counsel for Hannover House JERE HAUSFATER, Parkinson, INCITE MEDIA CFO and Financing Specialist JENNER FURST and INCITE MEDIA CEO and Hollywood Mega-Agent & Producer ARNOLD RIFKIN (WME partner with over a hundred major production credits, including DIE HARD series).
