APHP 10-K & 10-Q changes, risk factors and insider trading

We face substantial capital requirements and financial risks.

We may not be able to continue as a going concern.

Our ability to continue operations depends on our ability to generate sufficient cash flows and/or obtain additional financing. We have incurred losses and may continue to incur losses, and we may be unable to raise additional capital when needed or on acceptable terms. If we are unable to obtain additional financing or otherwise improve liquidity, we may be required to reduce, delay or discontinue aspects of our business plan, including development, packaging, financing and production activities.

A lack of liquidity could also result in defaults under contractual obligations, disputes with counterparties, and an inability to maintain or protect rights in intellectual property and project-related positions. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition, and could result in a cessation of operations.

Production, distribution and marketing costs may rise faster than growth in theatrical revenues and other monetization opportunities, increasing our dependence on revenues from streaming, digital distribution, ad-supported platforms, television, international markets, limited series and other ancillary or emerging distribution channels. If we are unable to secure or successfully exploit these revenue streams on commercially reasonable terms, our business, results of operations and financial condition could be materially adversely affected.

Convertible or equity-linked financings could cause substantial dilution and downward pressure on our stock price.

We have issued, and may in the future issue, convertible or equity-linked instruments, including instruments with variable conversion features and share reservation mechanics. Conversions, settlements, or other issuances under these instruments could result in substantial dilution to existing stockholders. In addition, the potential for significant future issuances may create downward pressure on the trading price of our common stock, increase volatility, and make it more difficult for us to raise capital on favorable terms, or at all.

These instruments may also include beneficial ownership limitations, price lookback provisions, and other terms that can affect the timing and amount of shares issued.

Our project-level lending, recoupment positions and other financing arrangements may not result in repayment or priority returns.

From time to time, we participate in projects through lending arrangements, receivable- or lien-based structures, and recoupment positions that are intended to prioritize return of capital. However, repayment and priority returns depend on numerous factors that are outside our control, including the completion and commercial performance of the applicable project, the accuracy and timeliness of accounting and reporting by third parties, and the willingness and ability of counterparties to perform under applicable agreements.

Our ability to realize value from these positions may be limited by contractual waterfalls and customary senior deductions, including sales fees, distribution expenses, participations, guild obligations, residuals and other charges that may reduce or delay net receipts available for repayment or recoupment. In addition, security interests and “priority” rights are only as effective as the underlying documentation and applicable law; disputes regarding chain-of-title, competing claims, intercreditor arrangements, perfection, priority, or enforceability could reduce or eliminate recoveries and may require costly and time-consuming enforcement efforts.

In addition, certain project rights and enforcement expectations may be affected by third-party bankruptcy proceedings involving prior stakeholders, which could adversely affect the enforceability, priority, timing, or availability of collections for particular titles.

Any failure to collect amounts due, delays in collections, or increased enforcement and dispute costs could materially and adversely affect our business, results of operations and financial condition.

If we were deemed an “investment company” under the Investment Company Act of 1940, we could be subject to significant additional regulatory requirements.

We engage in a mix of development, packaging, production-related activities and, from time to time, project-level financing arrangements. If our activities were characterized in a manner that caused us to be deemed an investment company under the Investment Company Act of 1940, we could become subject to substantial additional regulation, including restrictions on operations, capital structure, transactions with affiliates and reporting requirements.

Compliance with these requirements could impose significant costs, could restrict our ability to execute our business plan, and could require changes to our operations or asset composition. Any such outcome could materially and adversely affect our business, results of operations and financial condition.

We rely on third parties for the collection, reporting and remittance of project receipts, which may be delayed, disputed or incomplete.

In many cases, project revenues (and therefore amounts available for repayment, recoupment or participation) are collected, administered, reported and remitted by third parties, such as distributors, sales agents, collection account managers and other intermediaries. These third parties may apply reserves, set-offs, chargebacks or expense allocations, may be subject to their own operational constraints or insolvency risks, and may not provide information at the level of detail or frequency we expect.

We may have limited practical ability to verify reported receipts in real time or to promptly enforce audit and reporting rights, particularly where counterparties are located outside the United States or where project documentation includes dispute resolution procedures that can be costly or slow. Delays, disputes, withheld remittances, or incomplete reporting could materially reduce or defer amounts otherwise available to us.

Our financing and production plans may depend on production incentives and tax credits, which may be unavailable, reduced, delayed, audited or recaptured.

We may evaluate or structure projects based on the availability of production incentives, rebates, grants or tax credits offered by governmental authorities. These programs may be modified, reduced, suspended or eliminated, and eligibility often depends on strict compliance with program requirements, including timing, budget, documentation and local spending thresholds.

Even where incentives are expected, payments may be delayed due to administrative backlogs or disputes, and incentives may be subject to audit or recapture. If incentives are not realized at the expected amounts or on the expected timeline, projected project economics may be adversely affected, and our ability to recover invested amounts or achieve anticipated returns could be materially impaired.

If projects are not completed and delivered on time and in accordance with delivery requirements, revenues and recoupment may be delayed or not realized.

The timing and amount of revenues and other receipts associated with film and limited series projects may depend on timely completion, delivery and acceptance under distribution, licensing and other agreements. Projects can be delayed or disrupted by numerous factors, including scheduling issues, availability of talent and crew, post-production complexity, unexpected costs, disputes, force majeure events, and changes in distribution or marketing plans.

If a project is not delivered on time, does not meet technical or contractual delivery requirements, or is not accepted by the applicable counterparty, associated receipts may be delayed, reduced, or not received, which could adversely affect our liquidity and our ability to recover invested amounts.

Technological advances may reduce our ability to exploit our motion pictures. Technological changes and evolving consumer viewing habits may reduce our ability to exploit our motion pictures and other content.

The entertainment industry continues to undergo significant technological and commercial change. Consumer viewing has shifted toward subscription streaming, ad-supported streaming, FAST channels, mobile and connected-TV viewing, and other digital platforms, while release windows, licensing practices, advertising models and platform economics continue to evolve. These developments may reduce the value of certain distribution channels, make audience discovery more difficult, and adversely affect the revenues we are able to generate from our titles.

In addition, larger studios, streamers, distributors and media companies generally have greater financial, marketing, data, technology and distribution resources than we do, which may limit our ability to obtain favorable distribution arrangements, platform placement, marketing support or licensing terms. We also may face uncertainty regarding whether we possess all rights necessary to exploit certain titles across new and emerging technologies, platforms and business models.

If we are unable to adapt to technological change, changing consumer preferences and evolving distribution models, or if we are unable to secure, enforce or exploit the rights necessary to monetize our content across those channels, our business, results of operations and financial condition could be materially adversely affected.

We may become involved in disputes regarding contractual credit rights, which could harm our reputation and business relationships.

In connection with certain projects, we may have contractual rights to specified credits and/or may support arrangements under which our officers or other participants receive credit. Credit determinations are often subject to customary industry practices, approvals by multiple parties, guild considerations, and contractual interpretation. Disputes may arise regarding whether credits are provided in the manner contemplated by applicable agreements.

Credit-related disputes can be costly, can divert management time, and may negatively affect our relationships with producers, financiers, distributors and other counterparties. Any reputational harm could reduce future deal flow or impair our ability to participate in projects on favorable terms.

Our common shareholders face the risk of substantial dilution of their voting rights and reduced influence over corporate matters as a result of the Company’s Series A preferred shares and the concentration of voting control in our Chief Executive Officer and Chairperson of the Board of Directors, Bannor Michael MacGregor. As of March 25, 2026, the Company had 113,599,325 shares of common stock outstanding and 3,839 shares of Series A preferred stock outstanding. Each share of Series A preferred stock is entitled to 1,000,000 votes and is convertible into 100,000 shares of common stock. Mr. MacGregor beneficially owns 21,231,503 shares of common stock and 100% of the Company’s issued and outstanding Series A preferred stock. As a result, Mr. MacGregor controls a substantial majority of the Company’s voting power and has the ability to control the election of directors and the outcome of substantially all matters submitted to a vote of shareholders, including the approval of significant corporate transactions. This concentration of voting control may delay, deter or prevent a change in control, merger, consolidation, tender offer or other business combination that other shareholders may believe is in their best interests. In addition, because the Series A preferred shares are convertible into common stock, the exercise or conversion of such securities could substantially dilute the equity and voting interests of holders of our common stock. Further, because Mr. MacGregor may retain voting control through ownership of the Series A preferred shares even if he reduces his economic ownership of the Company’s common stock, the interests of Mr. MacGregor may not always align with the interests of other shareholders.

Conflicts/Related Party. Our controlling stockholder and officers may enter into related-party arrangements, including with respect to advances, repayment priorities, or assignments of Company obligations, and these arrangements may create conflicts of interest and may not be negotiated on terms that are as favorable as could be obtained from unaffiliated third parties

We have no employees and rely on consultants and third parties, which may limit our ability to execute our strategy and maintain effective controls.

We currently rely on consultants, independent contractors and other third parties for corporate operations and, where applicable, project development, packaging and financing activities. This reliance may limit our ability to scale operations, retain institutional knowledge, and implement and maintain consistent processes, including financial reporting and disclosure controls.

If we are unable to attract, retain and effectively manage qualified consultants and other service providers, or if key relationships are disrupted, we may experience delays in execution, increased costs, operational inefficiencies, and increased risk of control deficiencies. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition.

American Picture House Corporation (“APHP”) is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, we pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. We generally pursue two complementary approaches to participating in projects: (i) structured film finance and senior or priority recoupment positions, including senior secured production lending and first-priority receipt or recoupment structures designed to prioritize return of capital; and (ii) building an owned or controlled content library over time by acquiring or optioning intellectual properties and, where appropriate, obtaining negative ownership or other control rights in projects. These structures and strategies are intended to reduce exposure relative to subordinated equity participation but do not eliminate risk, and our financial results will depend on project performance, distribution outcomes, and the timing and amount of receipts.

We seek to apply disciplined underwriting and structured deal terms to the independent film market, including through defined revenue waterfalls and priority receipt positions where available. Our portfolio includes projects in various stages of release and post-production, and our ability to generate revenues sufficient to achieve profitability depends on the successful commercial exploitation of our projects, including the timing and amount of receipts under applicable distribution and revenue-sharing arrangements. From time to time, we may issue equity or equity-linked instruments in connection with financings or as compensation for services, which may be dilutive to existing stockholders.

Liquidity and Capital Resources

In addition, certain financings may include convertible or equity-linked features (including variable conversion pricing and share reservation mechanics) that could result in significant dilution to existing stockholders and downward pressure on our stock price.

Subsequent to year end, on January 20, 2026, the Company completed a convertible note financing with Labrys Fund II, L.P. for a cash purchase price of $150,000, of which $114,000 was disbursed to the Company (net of placement agent fees, legal fees, and a repayment to the investor).

Recent Developments (2025 and early 2026)

SSS Entertainment Agreement / POSE option extension and BARRON’S COVE acquisition. On August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC to extend to December 31, 2025 its option to acquire a 24% ownership interest in POSE for $725,000 and to acquire all rights, title and interest in the feature film BARRON’S COVE and related secured assets. As consideration, the Company issued 500,000 shares of its common stock, allocated equally between the option extension and asset acquisition. The agreement also set forth an inter-party revenue collection and allocation structure for BARRON’S COVE and included a potential revenue-to-equity conversion feature, in each case subject to the terms of the agreement. As described below, the parties amended the revenue collection and allocation structure on December 29, 2025.

SSS Entertainment amendment (Dec. 29, 2025). On December 29, 2025, the Company entered into Amendment No. 1 to its August 1, 2025 agreement with SSS Entertainment, LLC, which (i) extended the Company’s option relating to POSE through March 31, 2026, and (ii) revised the inter-party revenue collection and allocation structure for BARRON’S COVE by providing the Company a first-priority right to receive Net Revenues until the Company has received $1,150,000, followed by an 85%/15% Net Revenue split to SSS and the Company, respectively, until SSS has received the agreed recoupment amount, with all subsequent Net Revenues retained by the Company. The amendment also acknowledges uncertainties associated with the bankruptcy proceedings involving Yale Entertainment LLC and the potential impact on enforcement, priority, and timing of collections.

SSS Entertainment multi-film arrangement / Board approval (Jan. 27 / Mar. 12, 2026). Effective as of January 27, 2026, the Company and SSS Entertainment, LLC entered into a Multi-Film Investment and Compensation Agreement that revised the parties’ commercial arrangement with respect to POSE, contemplated Company funding relating to MOTION, and contemplated a potential additional investment in an untitled SSS-produced motion picture, in each case subject to the terms of the agreement and applicable approvals. Under that agreement, the parties converted the prior POSE option-based payment structure into a fixed payment structure consisting of a $175,000 partial payment and a $575,000 remaining payable due on or before January 31, 2027; contemplated a $500,000 funding amount relating to MOTION in exchange for an assigned economic interest; and contemplated a $200,000 investment in an untitled SSS-produced picture, subject to mutually agreed definitive documentation. The agreement also contemplated certain equity-based consideration and incentive arrangements, including credit-based share incentives and an option grant under the Company’s equity incentive plan, each subject to applicable approvals and the terms of the agreement. On March 12, 2026, the Board of Directors approved the Company’s entry into the Multi-Film Investment and Compensation Agreement and ratified Amendment No. 1 effective December 29, 2025. See Note 13 - Subsequent Events.

Leadership updates. On August 30, 2025, Jonathan Sanger resigned as President. On September 16, 2025, Donald J. Harris resigned from the Board of Directors.

Equity Line of Credit. On September 12, 2025, we entered into an Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P., and a related Registration Rights Agreement. Under the ELOC, we may, at our election and subject to specified conditions, sell newly issued shares of our common stock to the investor over a 24-month period in an amount up to the lesser of $100 million or the “Maximum Common Stock Issuance” (as defined in the ELOC). As of December 31, 2025, we had not sold any shares under the ELOC and had not received proceeds.

Labrys Fund II promissory note. On September 22, 2025, the Company issued an unsecured promissory note to Labrys Fund II, L.P. with an original principal amount of $115,000 and a twelve-month maturity. The note includes customary covenants and events of default and provides for amortization beginning March 23, 2026, subject to the note’s terms. Subsequent to year end, the Company completed an additional financing with Labrys Fund II, L.P. on January 20, 2026; see Note 13 - Subsequent Events. A related Current Report on Form 8-K had not been filed as of the date of this Annual Report and is being filed separately.

The year-over-year change in results also reflects the Company’s 2025 full write-off of its PNP Movie, LLC loan receivable as an impairment loss.

During 2025, the Company’s revenues were derived from amounts collected on receivables related to loans and other project-level financing provided in connection with the production of the feature film BARRON’S COVE. See Note 2, “Accounts receivable,” for discussion of the year-end $1,150,000 BARRON’S COVE-related priority receivable arising from the Company’s contractual revenue collection rights under Amendment No. 1 dated December 29, 2025. During the year ended December 31, 2024, the Company reported revenues of approximately $53,000 from the licensed film BUFFALOED.

Interest Expense. Interest expense for the years ended December 31, 2025 and 2024 was approximately $71,000 and $46,000, respectively.

In addition, on December 31, 2025, the Company’s Chief Executive Officer delivered a letter confirming a cash salary waiver (effective January 1, 2025 through March 31, 2026) and a temporary standstill on transfers or conversions of his preferred shares during the same period.

Since inception, we have incurred operating losses and expect to continue to incur expenses as we pursue our business plan, including development, packaging, financing, production, distribution, and commercialization of our film and content portfolio, and as we operate as a public reporting company. To date, we have funded operations primarily through equity issuances and debt financings (including related party borrowings). Our ability to improve operating results depends on the successful commercial exploitation of our projects, including the timing and amount of receipts under applicable distribution and revenue-sharing arrangements, and there can be no assurance that additional capital will be available on acceptable terms, or at all. As of December 31, 2025, we had cash and cash equivalents of $124.

During the year ended December 31, 2025, operating activities used approximately $405,000 of cash, primarily resulting from our net loss of approximately $534,000, partially offset by non-cash.

During the year ended December 31, 2024, net cash provided by financing activities was approximately $623,000, consisting primarily of $387,931 of proceeds from debt borrowings - related parties, $(30,310) of repayments of debt borrowings - related parties, $142,600 of proceeds from a commercial line of credit, $(45,745) of repayments on the commercial line of credit, and $169,000 of proceeds from the sale of common stock.

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.

Recent Developments Subsequent to June 30, 2026

Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Revenues. The Company had no revenues during the three months ended June 30, 2026 and 2025.

General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 were $56,481, compared with $750,406 for the three months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834. The 2025 period also included $73,000 of stock option expense compared to $0 in the 2026 period. These one-time expenses were offset by lower operational expenses including a $81,000 reduction in legal and professional fees and a $86,000 reduction in consulting fees.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Revenues. During the six months ended June 30, 2026, revenues were $1,220, compared with $0 for the six months ended June 30, 2025. The change was primarily attributable to income from the BUFFALOED CAMA.

General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2026 were $169,137, compared with $1,225,863 for the six months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834. The 2025 period also included $306,030 of stock option expense compared to $0 in the 2026 period. These one-time expenses were offset by lower operational expenses including a $159,000 reduction in legal and professional fees and a $190,470 reduction in consulting fees.

Sales and Marketing Expenses. Sales and marketing expenses for the six months ended June 30, 2026 were $3,786, compared with $1,830 for the six months ended June 30, 2025.

Interest Expense. Interest expense for the six months ended June 30, 2026 was $70,994, compared with $21,816 for the prior-year period, with the change primarily attributable to credit card debt and the Labrys financings.

Investing Activities. The Company had no investing activities during the six months ended June 30, 2026 and 2025.

Produced and Licensed Content Costs. During the six months ended June 30, 2026, produced and licensed content costs increased from $300,000 to $1,175,000, and accounts receivable decreased from $1,150,000 to $121,816. The decrease in accounts receivable reflects $1,029,404 of collections on amounts due to the Company under its BARRON’S COVE revenue collection rights, offset by $1,220 of receivables arising during the period. The Company applied $875,000 toward its funding obligations to SSS Entertainment, LLC under the Multi-Film Investment and Compensation Agreement, in exchange for assigned economic interests in the related pictures, which amount is included in produced and licensed content costs. The Company assesses unamortized content costs for impairment in accordance with ASC 926-20 when events or changes in circumstances indicate that the fair value of the content may be less than its unamortized cost.

Financing Activities. During the six months ended June 30, 2026, net cash provided by financing activities was $51,066. The 2026 period reflects net proceeds and repayments from promissory notes of $203,750 and $25,000, respectively. Additionally, during the first six months of 2026, the Company borrowed and repaid $2,626 and $130,310 under related party notes payable. During the six months ended June 30, 2025, net cash provided by financing activities was $245,876. The 2025 period reflects $259,906 of borrowings and $15,080 of repayments under notes payable to related parties.