APHP — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• American Picture House Corporation 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 partner…

• ● On January 20, 2026, we completed a convertible note financing with Labrys Fund II, L.P. for a $150,000 purchase price, including $114,000 of cash proceeds to the Company after specified deductions and offsets, together with a 10% promissory note in the original principal amount of $172,500, 200,0…

• ● Effective January 27, 2026, we entered into a Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC that revised our arrangement with respect to POSE, contemplated funding for MOTION, and contemplated an additional investment in an untitled SSS-produced picture, each subject…

• ● On March 12, 2026, our Board approved entry into the Multi-Film Agreement and ratified Amendment No. 1 to the APHP/SSS Agreement relating to POSE and BARRON’S COVE, effective December 29, 2025. In connection with that Board approval, the Company became obligated, subject to the agreement terms and…

• The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• SSS Entertainment Agreement – TURN UP THE SUN Option Extension and Barron’s Cove Acquisition

• On August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to (i.) extend to December 31, 2025 its option to acquire a 24% ownership interest in the feature film TURN UP THE SUN! (aka POSE) for $725,000 and (ii.) acquire all rights, title, and interest in the featur…

• As consideration, the Company issued 500,000 shares of its common stock to SSS’s principal, allocated equally between the option extension and the asset acquisition. The Company will pay to SSS the first 85% of revenues from exploitation of BARRON’S COVE until SSS has recouped $2 million, after whic…

• Leadership updates. On August 30, 2025, Jonathan Sanger resigned as President. As disclosed in our Current Report on Form 8-K/A filed September 19, 2025, Mr. Sanger’s resignation followed a dispute regarding certain compensation matters under his consulting agreement and did not involve any disagree…

• On September 16, 2025, Donald J. Harris resigned from our Board of Directors, effective immediately. As disclosed in our Current Report on Form 8-K filed September 19, 2025, Mr. Harris’s resignation was not the result of any disagreement with the Company on any matter relating to operations, policie…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our principal financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31,…

• Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation, our Chief …

• The conclusion above reflects material weaknesses in our control environment, including (i.) insufficient accounting and financial reporting personnel, (ii.) inadequate segregation of duties, and (iii.) insufficiently designed and documented controls (including certain IT general controls) at the en…

• Remediation status. During the third quarter of 2025, we implemented a quarterly reconciliation of officer and director brokerage records to the Company’s stock ownership records and enhanced Section 16 monitoring procedures. Planned remediation activities include adding qualified accounting personn…

• Management changes. The resignations of Jonathan Sanger (President, effective August 30, 2025) and Donald J. Harris (Director, effective September 16, 2025) did not materially affect and are not reasonably likely to materially affect our internal control over financial reporting or our disclosure co…

• Except for the changes described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As not…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• The Company is involved in arbitration proceedings arising out of certain consulting agreements. During 2025, demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JA…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Potential JAMS arbitrations — consulting agreements. After quarter-end, JAMS administratively opened Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727). APHP has objected that it has not …

Text added vs the prior filing · source: 10-Q · 2026-05-14

• As a smaller reporting company, we are not required to provide the information otherwise required by this Item. Nevertheless, management should consider whether any material updates to the risk discussion in the Company’s 2025 Annual Report should be voluntarily added here, particularly with respect…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Director Resignation. On March 16, 2026, Thomas Rauker resigned from the Company’s Board of Directors, effective immediately. The circumstances surrounding Mr. Rauker’s resignation were previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2026.

• During the quarter ended March 31, 2026, no director or officer of the Company adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• 1) Section 16(a) — Beneficial Ownership Reporting Compliance (Q3 update)

• Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors and holders of more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership…

• Board Nominating Procedures. There were no changes to the procedures by which shareholders may recommend nominees to the Board of Directors during the quarter ended September 30, 2025.

• Trading Arrangements (Rule 10b5-1 and non-Rule 10b5-1). During the quarter ended September 30, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as those terms are defined in Item 408 of Regulation S-K).

• On August 1, 2025, Bannor Michael MacGregor delivered a pledge and agreement not to convert any Series A Preferred shares under his control into common stock for ninety (90) days, unless earlier released by the Board. See Note 10 “Equity/Related Parties”.