American Picture House Corp SEC Filings

American Picture House Corporation filed its annual report describing a film financing and production business focused on structured senior recoupment positions and building an owned IP library. The company reported a net loss of $534,440 for 2025 and an accumulated deficit of about $7.8 million, with disclosure that it may not be able to continue as a going concern without new capital. As of March 25, 2026, it had 113,599,325 common shares outstanding out of 1,000,000,000 authorized, plus 3,839 Series A preferred shares that each carry 1,000,000 votes and are convertible into 100,000 common shares. CEO Bannor Michael MacGregor beneficially controls about 97.66% of voting power, giving him effective control over all shareholder decisions. The report outlines participation in several films, including BARRON’S COVE, POSE, THIEVES HIGHWAY and PROTECTOR, and notes a structured revenue waterfall on BARRON’S COVE and a full write-off of a defaulted film loan to PNP Movie, LLC. Management highlights significant capital needs, reliance on consultants instead of employees, potential dilution from convertible and equity-linked financings, and extensive risk factors spanning liquidity, project performance, competition, technological change, and concentrated control.

American Picture House Corporation reported that director Thomas Rauker resigned from its Board of Directors effective immediately on March 16, 2026. In a written communication, he cited differences with management over the company’s financial planning, budgeting, forecasting, and related operating and oversight practices. Rauker also expressed appreciation for the opportunity to serve and stated he remains supportive of the company’s long-term success. His letter describing the circumstances of his resignation is filed as Exhibit 17.1 and incorporated by reference.

American Picture House Corporation entered into a new Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC, effective January 27, 2026. The arrangement revises commercial terms for the feature film POSE, and provides for contemplated funding of the films MOTION and another SSS-produced project, along with potential equity-based compensation and incentives, all subject to agreement terms and approvals.

The Board also ratified Amendment No. 1 to an existing APHP/SSS agreement, extending the option period for POSE, changing certain terms for BARRON’S COVE, and adding an equity settlement alternative instead of some cash payments. In connection with these approvals, the Company became obligated to issue $350,000 in value of common stock, split equally between Bannor Michael MacGregor and The Noah Morgan Private Family Trust, in unregistered private transactions relying on exemptions under Section 4(a)(2) and/or Rule 506. These shares had not yet been issued as of this report.

American Picture House Corporation entered into a Securities Purchase Agreement with Labrys Fund II, LP on January 20, 2026. The company issued a 10% promissory note with an original principal of $172,500, including a $22,500 original issue discount, for a purchase price of $150,000. The note matures in twelve months and is convertible into common stock at a discounted market-based price, subject to beneficial ownership limits.

As additional consideration, the company agreed to issue 200,000 shares of common stock as commitment shares to Labrys and instructed its transfer agent to reserve 12,000,000 shares of common stock for potential conversion of the note. Net cash was allocated so that $114,000 was wired to the company, with the remainder used for placement fees, repayment of a prior note portion, and Labrys’ legal fees.

MacGregor Bannor Michael reported open-market sale transactions in this Form 4 filing.

American Picture House Corp insider reporting shows an entity associated with CEO and 10% owner MacGregor Bannor Michael disposing of shares through a trust. The Noah Morgan Private Family Trust transferred 500,000 shares of common stock to Kenneth Entler at $0.05 per share under a private stock purchase agreement. After this transaction, the reporting person’s total beneficial ownership is 21,231,503 shares of common stock, including 21,136,048 shares held indirectly through the trust and 95,455 shares held directly in a personal brokerage account.

American Picture House Corp (APHP) insider reporting shows equity held through a family trust associated with CEO Bannor Michael MacGregor. On December 29, 2025, The Noah Morgan Private Family Trust disposed of several blocks of the company’s common stock, including 800,000 shares at $0.10 per share and additional blocks of 333,334 shares at $0.15 and 301,887 shares at $0.175 per share, as reflected in Table I. Footnotes state these dispositions were transfers by stock power from the trust to four recipients: DR & EB Fontecchio Revocable Living Trust, Chad Ryan, Naveen Ramineni, and Melke Pty Ltd. Following these transactions, total beneficial ownership attributed to Mr. MacGregor is reported as 21,731,503 shares, consisting of 21,636,048 shares held indirectly through the trust and 95,455 shares held directly in a personal brokerage account. The filing notes that the trust holds the shares of record and that Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest.

American Picture House Corporation (APHP) filed its Q3 2025 10‑Q, reporting no revenue and a quarterly net loss of $105,557. Operating expenses fell sharply year over year as management reduced spend, but interest costs rose with additional borrowings. For the nine months ended September 30, 2025, APHP recorded a net loss of $1,355,022.

Liquidity remains tight. Cash and cash equivalents were $101,875 at quarter‑end, with current liabilities of $1,669,160 and a stockholders’ deficit of $1,138,629. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. APHP entered an Equity Line of Credit of up to the lesser of $100.0 million or the Maximum Common Stock Issuance; no shares had been sold and no proceeds received as of September 30, 2025. The company also issued a $115,000 promissory note to Labrys Fund II, L.P.; conversion is permitted only upon default.

Content updates include an impairment of a $196,200 film loan earlier in the year and a write‑off of $150,834 of project rights. A producer/sales agent reported a three‑year U.S. streaming license for Barron’s Cove with Paramount+ in early October; the timing and amount of any distributions to APHP cannot be estimated.

American Picture House Corporation disclosed that it has entered into a new Equity Line of Credit Agreement with RH2 Equity Partners, L.P., effective September 12, 2025. Under this facility, the company may sell newly issued common shares to the investor from time to time, up to the lesser of $100,000,000 in aggregate gross purchase price or a defined maximum share issuance. The equity line runs for 24 months and is intended to provide flexible access to capital.

Any proceeds from sales of common stock under this arrangement may be used for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives. The company also entered into a Registration Rights Agreement with the investor, under which it agreed to file a registration statement covering the resale of shares issued under the equity line. The shares issuable under the facility will be offered in a private placement relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and the investor represented it is an accredited investor.

American Picture House Corporation disclosed that it has entered into a new Equity Line of Credit Agreement with RH2 Equity Partners, L.P., effective September 12, 2025. Under this facility, the company may sell newly issued common shares to the investor from time to time, up to the lesser of $100,000,000 in aggregate gross purchase price or a defined maximum share issuance. The equity line runs for 24 months and is intended to provide flexible access to capital.

Any proceeds from sales of common stock under this arrangement may be used for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives. The company also entered into a Registration Rights Agreement with the investor, under which it agreed to file a registration statement covering the resale of shares issued under the equity line. The shares issuable under the facility will be offered in a private placement relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and the investor represented it is an accredited investor.

American Picture House Corporation reported that director Donald J. Harris resigned from its Board of Directors, effective September 16, 2025. In his communication, Mr. Harris stated that he appreciated the opportunity to serve and had enjoyed his time on the Board. The company noted that his resignation was not due to any disagreement regarding operations, policies, or practices. The Board has begun a process to review its membership and consider any necessary adjustments to its composition following his departure.

American Picture House Corporation reported that director Donald J. Harris resigned from its Board of Directors, effective September 16, 2025. In his communication, Mr. Harris stated that he appreciated the opportunity to serve and had enjoyed his time on the Board. The company noted that his resignation was not due to any disagreement regarding operations, policies, or practices. The Board has begun a process to review its membership and consider any necessary adjustments to its composition following his departure.