American Picture House Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Previously Reported Sales. On January 20, 2026, in connection with the Labrys Fund II financing, the Company agreed to issue 200,000 shares of common stock as commitment shares in a transaction exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D. On March 12, 2026. Sales Subsequent to Quarter End. On August 6, 2026, the Company issued an aggregate of 930,000 shares of common stock in transactions not involving any public offering. Of that amount, 250,000 shares were issued to the producer under the Master Investment and Co-Production Agreement relating to the motion picture BECKY 3 , together with options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share, in each case as consideration for credits, branding rights and the economic entitlements granted to the Company under that agreement; and 680,000 shares were issued to three holders, consisting of 600,000 shares sold for cash at a price of $0.10 per share for aggregate gross proceeds of $60,000, and 80,000 shares issued as compensation for services rendered to the Company. The Company received $60,000 of gross proceeds, which were used for general working capital purposes, and no underwriting discounts or commissions were paid. The Company received no cash proceeds with respect to the shares issued under the BECKY 3 agreement or the shares issued for services. All of the securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented that the securities were being acquired for investment and not with a view to distribution, no general solicitation or general advertising was used, and the securities are subject to customary restrictive legends. The shares issued represented less than 1% of the Company’s outstanding common stock. See Note 6 and Note 9 to the condensed consolidated financial statements. Of the 600,000 shares sold for cash, 500,000 shares were purchased by a member of the Company’s Board of Directors, who is an accredited investor within the meaning of Rule 501(a)(4) of Regulation D by virtue of his position as a director. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.