American Picture House (APHP) adds 10% convertible note and equity incentives

Rhea-AI Filing Summary

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.

Insights

Capital structure and credit analyst

APHP adds high-cost, convertible debt with potential equity dilution.

American Picture House Corporation raised financing through a $172,500 10% promissory note carrying a $22,500 original issue discount, for $150,000 in purchase price. This structure increases interest expense and introduces a short, twelve‑month maturity, concentrating refinancing or repayment risk within a year.

The note is convertible into common stock at a discounted market-based price and is supported by an authorization to reserve 12,000,000 shares. Together with the 200,000 commitment shares, this creates meaningful potential dilution, though actual impact depends on future conversions under the note’s beneficial ownership limitations.

Of the purchase price, $114,000 was delivered as cash to the company, with the balance directed to a placement agent, partial repayment of a prior note, and legal fees. This means only part of the headline financing immediately supports operations, while the rest services transaction and legacy financing costs.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): January 20, 2026

AMERICAN PICTURE HOUSE CORPORATION

(Exact name of registrant as specified in its charter)

Wyoming		000-56586		85-4154740
(State of Incorporation)		Commission File Number		(IRS EIN)

1135 Kildaire Farm Road,

Suite 200, 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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).

Emerging growth 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 20, 2026, American Picture House Corporation, a Wyoming corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with Labrys Fund II, LP (“Labrys”), pursuant to which the Company issued to Labrys a 10% Promissory Note in the original principal amount of $172,500 (the “Note”), which included an original issue discount of $22,500, in exchange for a purchase price of $150,000.

The Note matures twelve months from the issue date and bears interest at a rate of 10% per annum. The Note is convertible into shares of the Company’s common stock in accordance with its terms and limitations, including a conversion price based on a discount to certain market prices over a specified trading-day lookback period and subject to beneficial ownership limitations. As additional consideration in connection with the SPA, the Company agreed to issue 200,000 shares of its common stock to Labrys as commitment shares.

The purchase price under the SPA was disbursed as follows: (i) $114,000 was wired to the Company, (ii) $7,500 was paid to Enclave Capital LLC as placement agent compensation for the Company’s benefit, (iii) $25,000 was directed to Labrys for repayment of a portion of a prior promissory note, and (iv) $3,500 was withheld for Labrys’ legal fees. In connection with the Note, the Company also authorized its transfer agent to reserve an initial 12,000,000 shares of common stock for potential issuance upon conversion of the Note, subject to adjustment from time to time in accordance with the terms of the Note.

The foregoing descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 relating to the SPA and the Note is incorporated herein by reference. The Note constitutes a direct financial obligation of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 above, on January 20, 2026, in connection with the SPA, the Company agreed to issue 200,000 shares of its common stock to Labrys as commitment shares. In addition, in connection with the Note, the Company authorized the reservation of an initial 12,000,000 shares of common stock for potential issuance upon conversion of the Note, subject to adjustment in accordance with the terms of the Note.

The securities described in this Item 3.02 were or will be issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving any public offering. The recipient represented investment intent and appropriate restrictive legends will be affixed to certificates or book-entry statements representing such securities, as applicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated January 20, 2026, by and between American Picture House Corporation and Labrys Fund II, LP.
10.2		10% Promissory Note, dated January 20, 2026, issued by American Picture House Corporation to Labrys Fund II, LP.
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: March 18, 2026	By:	/s/ Bannor Michael MacGregor
	Name:	Bannor Michael MacGregor
	Title:	Chief Executive Officer

FAQ

What financing transaction did APHP enter with Labrys Fund II, LP?

American Picture House Corporation entered a Securities Purchase Agreement with Labrys Fund II, LP, issuing a 10% promissory note with a $172,500 original principal amount in exchange for a $150,000 purchase price, including a $22,500 original issue discount and equity-related features.

What are the key terms of APHP’s new promissory note?

The promissory note has a $172,500 original principal amount, bears 10% annual interest, and matures twelve months from the issue date. It is convertible into American Picture House common stock at a discounted market-based price, subject to specified lookback rules and beneficial ownership limitations.

How much cash did APHP actually receive from the Labrys financing?

From the $150,000 purchase price, American Picture House received $114,000 in cash. The rest funded a $7,500 placement agent fee, $25,000 repayment of a portion of a prior promissory note, and $3,500 of Labrys’ legal fees.

What equity components are associated with APHP’s new note?

American Picture House agreed to issue 200,000 common shares to Labrys as commitment shares and authorized its transfer agent to reserve 12,000,000 common shares for potential issuance upon conversion of the note, with the actual issuances governed by the note’s conversion terms and ownership limits.

How were APHP’s securities issuances structured under securities laws?

The note, commitment shares, and potential conversion shares were or will be issued in private transactions exempt from registration under the Securities Act, relying on Section 4(a)(2) and/or Rule 506 of Regulation D, with investment-intent representations and restrictive legends on the securities.

Does APHP’s new note create a direct financial obligation?

Yes. The company states that the 10% promissory note issued to Labrys Fund II, LP constitutes a direct financial obligation of American Picture House, reflecting binding debt that must be repaid or converted under its contractual terms over the twelve‑month term.

Filing Exhibits & Attachments

44 documents

Agreements & Contracts

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