What changed in this filing

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Item 5. Other Information

2025-11-06 compared with 2025-08-14 · 30 added, 190 removed, 32 unchanged (87% of the section changed)

Other Information

Definitive Agreement

August 1, 2025, the Company entered into a material definitive agreement with SSS Entertainment, LLC to extend the Turn Up the Sun!

option and acquire all rights in Barron’s Cove .

The Company did not file a Form 8-K regarding this agreement.

The key terms

are described in Note 11 — Subsequent Events to the condensed financial statements.

August 1, 2025, the Company entered into a Pledge and Agreement Not to Convert Preferred Shares with Bannor Michael MacGregor, the Company’s

Chief Executive Officer and Chairperson.

Under the agreement, Mr.

MacGregor agreed not to convert any preferred shares under his control

into common stock for ninety (90) days from the date of the agreement, unless such restriction is released by a majority of the Company’s

Board of Directors.

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

16(a) Beneficial Ownership Reporting Compliance.

16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors, and beneficial owners of more than

ten percent of the Company’s common stock to file reports of ownership and changes in ownership with the SEC.

Based solely on

our review of copies of such reports furnished to us and written representations from our officers and directors, we believe that

all such filing requirements were complied with during the three months ended June 30, 2025, except that Bannor Michael MacGregor,

our CEO, and Michael Blanchard, our Secretary each had one late Form 4 filing reporting a sale of Company common stock.

MacGregor’s late Form 4, filed on August 12, 2025, reported a sale of 250,000 shares on June 26, 2025 and 100 shares on June

Blanchard’s late Form 4, filed on August 12, 2025, and amended on August 13, 2025, reported a sale of 130,000 shares on June 26, 2025.

Company also had not previously reflected the purchase by Timothy Battles of 2,200 shares of the Company’s common stock in the

open market, which occurred prior to October 10, 2023, in its beneficial ownership table included in the Company’s 2024 Form 10-K.

This purchase was reported in an amended Form 4 filed on December 7, 2023.

The beneficial ownership table in this Form 10-Q has been

updated to include this transaction.

Company has included the above in this Form 10-Q, immediately following this Item 5, in a corrected beneficial ownership table

reflecting these updated amounts.

Ownership of Certain Beneficial Owners and Management

following table sets forth information known to us regarding the beneficial ownership of our common stock as of August 14, 2025, by:

person or entity known to the Company to own beneficially more than 5% of the outstanding

shares of common stock;

of our current directors and executive officers;

current directors and executive officers as a group.

ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.

otherwise indicated, the persons named below have sole voting and investment power with respect to such shares.

Name of All Officers, Directors, and Control Persons

Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%)

Residential Address ( City / State Only)

Share type/class

Names of control person(s) if a corporate entity

Number of Shares Owned (1)

Ownership Percentage of Class Outstanding (1)

Bannor Michael MacGregor (3)

Chairman, CEO

Jonathan Sanger

Northridge, CA

Michael Blanchard (4)

Secretary, Director

Littleton, MA

Daniel Hirsch (5)

Timothy Battles (6)

Independent Director

Chauncey Tallaferro Jones

Independent Director

Michael Wilson

Independent Director

Peter Conway (7)

Independent Director

Littleton, MA

Damian Gill (8)

Melbourne, Australia

All Officers, Directors and Control Persons (1)

250,000 shares that each Director has the right to acquire from the Company pursuant to the exercise of stock options issued on

February 8, 2024, exercisable at $0.0125 per share.

Percentages are based on the number of shares of our common stock outstanding as

of August 14, 2025, plus the number of shares the named individual has the right to acquire within 60 days of such date.

percentages for all officers and directors as a group assume the exercise or conversion of such rights by each member, which may

result in a total percentage exceeding 100%.

Percentages are calculated based on 112,899,325 shares outstanding, as adjusted for the transactions

described in Notes 2–7 below

of August 14, 2025, Mr.

Bannor Michael MacGregor, the Company’s Chief Executive Officer

and Chairperson, beneficially owned 23,500,058 shares of common stock and held options exercisable

within 60 days to purchase an additional 912,983 shares of common stock, for an aggregate

of 24,413,041 shares of common stock, representing approximately 21.62% of the outstanding

common shares.

MacGregor is the sole owner of 3,819 issued and outstanding shares of

the Company’s Series A preferred stock and is the control person of Bold Crayon Corporation.

MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership

of a majority of its outstanding voting equity and his position as its Chief Executive Officer.

MacGregor has the power to direct the voting and disposition of all securities

held by Bold Crayon Corporation, including 20 issued and outstanding shares of the Company’s

Series A preferred stock.

In total, Mr.

MacGregor controls 3,839 shares of Series A preferred

Each Series A preferred share has voting rights equal to 1,000,000 votes per share,

resulting in total voting rights equivalent to 3,863,163,041 shares of common stock, or approximately

97.75% of the Company’s total voting power.

MacGregor serves as a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The

Noah Morgan Private Family Trust.

The Noah Morgan Private Family Trust beneficially owns 23,404,603 shares of the Company’s

common stock, representing approximately 20.73% of the outstanding common shares.

On January 11, 2023, the Company granted Mr.

MacGregor options to purchase 662,983 shares of common stock at an exercise price of $0.0125 per share, and on February 8, 2024, the

Company granted Mr.

MacGregor options to purchase 250,000 shares of common stock at an exercise price of $0.0125 per share (as referred to and as above in footnote 1).

Beneficial ownership also includes 95,455 shares of common stock acquired by Mr.

MacGregor between November 29, 2023 and June 27,

2025 through a brokerage account, and excludes 250,000 shares sold on June 26, 2025, all as reported in a late Form 4 filed on

August 12, 2025.

Prior beneficial ownership tables in the Company’s SEC filings did not reflect these transactions.

383,900,000 shares of common stock issuable upon conversion of preferred stock held by Mr.

Pursuant to a Pledge and Agreement

Not to Convert Preferred Shares dated August 1, 2025, Mr.

MacGregor has irrevocably agreed not to convert any preferred shares under

his control into common stock for ninety (90) days from such date, unless such restriction is released earlier by the prior written

consent of a majority of the Company’s Board of Directors.

As of the date of this report, the underlying common shares are

not deemed beneficially owned under SEC Rule 13d-3(d)(1)(i) because they are not currently exercisable or convertible within 60 days.

January 11, 2023, the Company granted Mr.

Blanchard options to purchase 497,238 shares of

common stock at an exercise price of $0.0125 per share.

ownership excludes 130,000 shares of common stock sold by Mr.

Blanchard on June 26, 2025, as reported in a late Form 4 filed on

August 12, 2025 and amended on August 13.

On November 20, 2023, the Company granted Mr.

Hirsch options to purchase 873,250 shares of common stock at an exercise

price of $0.0125 per share.

Includes 2,200 shares of common stock purchased by Mr.

Battles in the open market, which were disclosed in an amended

Form 4 filed on December 7, 2023.

Prior beneficial ownership tables in the Company’s SEC filings did not reflect this purchase,

and the beneficial ownership table in this Form 10-Q has been updated accordingly.

Conway is also a principal of PC2 Consulting that owns 48,000 shares.

information and belief, Mr.

Gill is a director and shareholder of North Star Capital Pty

Ltd which owns 3,500,000 common shares of the Company and Black Rock Capital Pty Ltd which

owns 3,000,000 common shares of the Company, these two entities, in aggregate, hold 5.78%

of the Common Shares of the Company.

On May 18, 2023 Mr.

MacGregor filed a UCC-1 against the shares held by North Star Capital PTY and Duncan Morgan LLC, a company

controlled by Mr.

MacGregor, filed a UCC-1 against the shares held by Black Rock Capital PTY.

Name of Beneficial Owner

Shares Beneficially Owned (1)

Percentage of Series A Preferred Shares (2)

Bannor Michael MacGregor (3)

holders of the Series A preferred shares, shall not be entitled to receive dividends.

The holders of Series A preferred shares shall

be entitled to vote on all matters submitted to a vote of the shareholders of the Company.

The holders of the Series A preferred

shares shall be entitled to one million (1,000,000) votes per one share of Series A preferred held.

The holders of any Series A preferred

shares shall be entitled to convert such shares into fully paid and non-assessable shares of Common Stock at the following conversion

each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares

may be exchanged for 100,000 common shares.

number of Series A Preferred shares outstanding used in computing the percentage is 3,839.

of August 14, 2025, Mr.

Bannor Michael MacGregor beneficially owns and has sole voting and investment control over 3,819 shares of

the Company’s Series A Preferred Stock, representing approximately 99.48% of the outstanding Series A Preferred Stock.

MacGregor also indirectly beneficially owns and controls an additional 20 shares of Series A Preferred Stock, representing approximately

0.52% of the outstanding Series A Preferred Stock, through his role as the control person of Bold Crayon Corporation, the record

holder of such shares.

MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership of a majority

of its outstanding voting equity and his position as its Chief Executive Officer.

MacGregor has the power to direct

the voting and disposition of all securities held by Bold Crayon Corporation, including the 20 issued and outstanding shares of the

Company’s Series A Preferred Stock.

In the aggregate, Mr.

MacGregor directly and indirectly beneficially owns and controls

all 3,839 shares of the Company’s Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock.

Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, resulting in total voting rights equivalent to

3,839,000,000 shares of common stock.

The address for Mr.

MacGregor, both in his individual capacity and as the control person of

Bold Crayon Corporation, is Durham, NC.

AMERICAN PICTURE HOUSE CORPORATION SIGNATURES

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

AMERICAN PICTURE HOUSE CORPORATION

/s/ Bannor Michael MacGregor

Bannor Michael MacGregor

Chief Executive Officer

August 14, 2025

/s/ Daniel Hirsch

Daniel Hirsch

August 14, 2025

EXHIBITS INDEX

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 with the SEC.

Based solely on our review of copies of such reports furnished to us and written representations

from our officers and directors, we believe that all such filing requirements were complied with during the quarter ended September 30,

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.

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).

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”.

There have been no material changes to the security ownership of management or certain beneficial owners since the table

presented in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, other than as reflected in any Forms 4 filed

during the quarter ended September 30, 2025, as discussed above.

Second Amended and Restated Articles of Incorporation

Devil’s Half-Acre Articles of Organization

Ask Christine Articles of Organization

Consulting Agreement with Bannor Michael MacGregor

4 unchanged sentences

Asset Purchase Agreement with Bold Crayon

Devil’s Half-Acre Agreement

Devil’s Half-Acre Addendum

Ask Christine Screenplay Options Purchase Agreement

Master Loan Agreement between APHP and Bannor MacGregor

PNP APHP Agreement

Addendum to PNP APHP Agreement

Yale Barron’s Cove Agreement

Barron’s Cove APHP Credit Designee Certification

Screenplay Option for Coyote Sleeps

Sanger Agreement

Master Loan Agreement between APHP and NMPFT

3 unchanged sentences

APHP SSS Option

Registration Rights Agreement

ELOC Agreement

Labrys Convertible Note

Code of Ethics

1 unchanged sentence

Insider Trading Policy

List of Subsidiaries

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

10 unchanged sentences

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

PICTURE HOUSE CORPORATION

Bannor Michael MacGregor

Michael MacGregor

Executive Officer

November 6, 2025

Daniel Hirsch

November 6, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information