American Picture House (APHP) signs multi-film pact with SSS and plans $350K equity issuance

Rhea-AI Filing Summary

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.

Insights

Equity & media finance analyst

APHP commits to a multi-film deal and a modest equity issuance.

American Picture House Corporation approved a Multi-Film Investment and Compensation Agreement with SSS Entertainment covering POSE, contemplated funding for MOTION and another film, plus equity-based incentives. This formalizes a broader production relationship but specific revenue or cost figures are not detailed here.

The Board also ratified an amendment extending the POSE option, revising BARRON’S COVE terms, and permitting equity settlement instead of some cash payments. In conjunction, APHP became obligated to issue $350,000 in common stock value to two recipients through exempt private offerings. The scale of this issuance cannot be assessed against overall capitalization in this excerpt.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 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): March 12, 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 March 12, 2026, the Board of Directors of American Picture House Corporation (the “Company”) approved the Company’s entry into that certain Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC (“SSS”), effective as of January 27, 2026 (the “Multi-Film Agreement”). The Multi-Film Agreement sets forth a revised commercial arrangement between the Company and SSS with respect to the feature film POSE, provides for contemplated funding by the Company with respect to the feature film MOTION and an additional SSS-produced film, and contemplates certain equity-based consideration and incentive arrangements, in each case subject to the terms of the agreement and applicable approvals.

Also on March 12, 2026, the Board of Directors ratified Amendment No. 1 to the APHP/SSS Agreement to Extend the TURN UP THE SUN! (aka POSE) Option and to Acquire Additional Rights to BARRON’S COVE, effective as of December 29, 2025 (“Amendment No. 1”), by and between the Company and SSS. Amendment No. 1, among other things, extends the option period relating to POSE, amends certain arrangements relating to BARRON’S COVE, and provides an equity settlement alternative in lieu of certain cash payments, subject to the terms of the amendment.

The Company’s obligations under the Multi-Film Agreement and Amendment No. 1 were subject to final Board approval or ratification, which occurred on March 12, 2026.

The foregoing descriptions of the Multi-Film Agreement and Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 above, on March 12, 2026, in connection with the Board’s approval of the Multi-Film Agreement, the Company became obligated, subject to the terms of such agreement and applicable approvals, to issue equity consideration consisting of $350,000 in value of shares of the Company’s common stock to Bannor Michael MacGregor and The Noah Morgan Private Family Trust, to be split equally. Such shares have not yet been issued.

The securities described in this Item 3.02, when issued, will be issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D thereunder, as transactions not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Multi-Film Investment and Compensation Agreement, effective as of January 27, 2026, by and between American Picture House Corporation and SSS Entertainment, LLC.
10.2		Amendment No. 1 to APHP/SSS Agreement to Extend the TURN UP THE SUN! (aka POSE) Option and to Acquire Additional Rights to BARRON’S COVE, effective as of December 29, 2025, by and between American Picture House Corporation and SSS Entertainment, LLC.
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 new agreement did AMERICAN PICTURE HOUSE (APHP) approve with SSS Entertainment?

American Picture House approved a Multi-Film Investment and Compensation Agreement with SSS Entertainment, effective January 27, 2026. It revises commercial terms for the film POSE, contemplates funding for MOTION and another SSS-produced film, and includes potential equity-based consideration, all subject to agreement terms and applicable approvals.

How does the new SSS Entertainment agreement affect APHP’s film projects POSE and MOTION?

The agreement updates APHP’s commercial arrangement with SSS for POSE and outlines contemplated funding for MOTION and an additional film. It also introduces equity-based consideration and incentive structures tied to these projects, subject to the detailed terms of the agreement and any required approvals.

What is Amendment No. 1 between APHP and SSS Entertainment?

Amendment No. 1 extends the option period for the film POSE, amends certain arrangements related to BARRON’S COVE, and adds an equity settlement alternative instead of specific cash payments. The Board ratified this amendment on March 12, 2026, confirming the Company’s obligations under its terms.

What equity issuance did APHP authorize in connection with the SSS Entertainment agreements?

On March 12, 2026, APHP became obligated to issue equity consideration totaling $350,000 in value of common stock. This amount will be split equally between Bannor Michael MacGregor and The Noah Morgan Private Family Trust, with the actual share issuance still pending at the time described.

Under what securities law exemptions will APHP issue the new shares?

The planned share issuances will rely on private offering exemptions under U.S. securities law. APHP states that the securities will be issued under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, as transactions not involving any public offering.

Who are the recipients of APHP’s planned $350,000 stock issuance?

The equity consideration will go to two parties: Bannor Michael MacGregor and The Noah Morgan Private Family Trust. They are each entitled to receive common stock equal in value to half of the $350,000 total, with issuance contingent on the terms and approvals in the agreement.

Filing Exhibits & Attachments

25 documents

Agreements & Contracts

• EX-10.1 EX-10.1 11.2 KB
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• EX-101 XBRL SCHEMA FILE 2.9 KB
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• EX-101 XBRL PRESENTATION FILE 21.8 KB