Item 5. Other Information
ITEM
5. OTHER INFORMATION
Material
Definitive Agreement
On
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.
On
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
Section
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. Mr.
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
27, 2025. Mr. 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.
The
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.
The
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.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information known to us regarding the beneficial ownership of our common stock as of August 14, 2025, by:
● each
person or entity known to the Company to own beneficially more than 5% of the outstanding
shares of common stock;
● each
of our current directors and executive officers; and
● all
current directors and executive officers as a group.
Beneficial
ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless
otherwise indicated, the persons named below have sole voting and investment power with respect to such shares.
Common
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
Durham, NC
Common
24,413,041
21.62 %
Jonathan Sanger
President
Northridge, CA
Common
0
0.00 %
Michael Blanchard (4)
Secretary, Director
Littleton, MA
Common
3,890,571
3.45 %
Daniel Hirsch (5)
Treasurer
Teaneck, NJ
Common
873,250
0.77 %
Donald J. Harris
Director
Raleigh, NC
Common
3,367,240
2.98 %
Timothy Battles (6)
Independent Director
Groton, MA
Common
4,682,200
4.15 %
Dr. Chauncey Tallaferro Jones
Independent Director
Magnolia, TX
Common
1,250,000
1.11 %
Michael Wilson
Independent Director
Denville, NJ
Common
450,000
0.40 %
Peter Conway (7)
Independent Director
Acton. MA
Common
298,000
0.26 %
Tom Rauker
Independent Director
Littleton, MA
Common
250,000
0.22 %
Damian Gill (8)
Shareholder
Melbourne, Australia
Common
6,500,000
5.76 %
All Officers, Directors and Control Persons (1)
45,974.302
40.72 %
10
(1)
Includes
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. The
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
(2)
As
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. Mr. 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.
Mr. 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.
As such, Mr. 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
stock. Each Series A preferred share has voting rights equal to 1,000,000 votes per share,
resulting in total voting rights equivalent to 3,863,163,041 shares of common stock, or approximately
97.75% of the Company’s total voting power.
Mr.
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.
Excludes
383,900,000 shares of common stock issuable upon conversion of preferred stock held by Mr. MacGregor. 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.
(3)
On
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.
Beneficial
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. 2025.
(4)
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.
(5)
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.
(6)
Mr.
Conway is also a principal of PC2 Consulting that owns 48,000 shares.
.
(7)
Upon
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.
Of
Note: 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.
Preferred
Shares
Name of Beneficial Owner
Series A
Preferred
Shares Beneficially Owned (1)
Percentage of Series A Preferred Shares (2)
Bannor Michael MacGregor (3)
3,839
100.00 %
Total
3,839
100.00 %
(1)
The
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
ratio: 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.
(2)
The
number of Series A Preferred shares outstanding used in computing the percentage is 3,839.
(3)
As
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. Mr.
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. Mr. 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. As such, Mr. 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.
11
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
By:
/s/ Bannor Michael MacGregor
Name:
Bannor Michael MacGregor
Title:
Chief Executive Officer
Dated:
August 14, 2025
By
/s/ Daniel Hirsch
Name
Daniel Hirsch
Title:
Treasurer
Dated:
August 14, 2025
12
ITEM
6. EXHIBITS INDEX
3.1
Second Amended and Restated Articles of Incorporation
3.2
Bylaws
3.3
Devil’s Half-Acre Articles of Organization
3.4
Ask Christine Articles of Organization
10.1
Consulting Agreement with Bannor Michael MacGregor
10.1.1
Amended Consulting Agreement with Bannor Michael MacGregor
10.2
Economic Injury Disaster Loan (EIDL)
10.3
American Express Business Line of Credit Loan Agreement and Personal Guarantee
10.4
2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan
10.5
Asset Purchase Agreement with Bold Crayon
10.6
Devil’s Half-Acre Agreement
10.6.1
Devil’s Half-Acre Addendum
10.7
Ask Christine Screenplay Options Purchase Agreement
10.8
Master Loan Agreement between APHP and Bannor MacGregor
10.9
PNP APHP Agreement
10.9.1
Addendum to PNP APHP Agreement
10.10
Yale Barron’s Cove Agreement
10.10.1
Barron’s Cove APHP Credit Designee Certification
10.11
Screenplay Option for Coyote Sleeps
10.12
Sanger Agreement
10.13
Master Loan Agreement between APHP and NMPFT
10.14
Turn Up The Sun - Net Proceeds Purchase Term Sheet
10.15
Luessenhop APH Agreement
10.15.1
Addendum to the Luessenhop APH Agreement
10.16
APHP SSS option
14.1
Code of Ethics
14.2
Code of Ethics For Executive Officers
19.1
Insider Trading Policy
21.1
List of Subsidiaries
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1
Section 1350 Certification of principal executive officer
32.2
Section 1350 Certification of principal financial officer and principal accounting officer
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