American Picture House Corp

Notes to Financial Statements

For the Years Ending December 31, 2025 and 2024

NOTE 1 –Organization And Description Of Business

American Picture House Corporation. (“the Company,” “we” “us”) was incorporated in the State of Nevada on September 21, 2005, originally under the corporate name of Servinational, Inc. The Company subsequently changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American Picture House Corporation.

The Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.

The Company’s year-end is December 31.

NOTE 2 –Summary Of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with accepted accounting principles (“GAAP”) in the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of American Picture House Corporation and, for periods prior to their dissolution on May 12, 2025, its then wholly owned subsidiaries, Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2025, the Company had negative working capital of $435,000 and an accumulated deficit of $7.8 million.

Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company has been funded by related party shareholders and officers. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments which include short-term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. The Company has not experienced any losses to date resulting from this policy.

Accounts receivable

Accounts receivable primarily consist of trade receivables due from customers for consulting services and from fees derived from licensing of IP to content providers worldwide. As of December 31, 2025,100% of accounts receivable were due from collection service fees related to the Company’s contractual revenue collection rights under Amendment No. 1, dated December 29, 2025, to the Company’s agreement relating to BARRON’S COVE. Under that amendment, the Company is entitled to receive 100% of Net Revenues until it has received an aggregate of $1,150,000 (the “APHP Priority Amount”). Accordingly, the $1,150,000 accounts receivable balance reflects the Company’s contractual priority receivable / collection right at year-end, while the $853,017 of revenue recognized for 2025 reflects only amounts recognized during the year in accordance with the Company’s revenue recognition policy; therefore, the year-end accounts receivable balance and the 2025 revenue amount are not expected to be the same figure. As of December 31, 2024,100% of accounts receivable were due from the BUFFALOED CAMA (see Assigned Rights to feature film, BUFFALOED below). There was no bad debt expense and no additional allowance for doubtful accounts for the years ended December 31, 2025 and 2024.

Allowance for doubtful accounts

The allowance for doubtful accounts is determined with respect to amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. During the years ended December 31, 2025 and 2024, the Company recorded no additions to its allowance for doubtful accounts.

Prepaid expenses

At December 31, 2024, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services. Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. The Company had $28,375 and $29,629 in prepaid expenses at December 31, 2025 and 2024, respectively.

Produced and Licensed Content Costs

Capitalized production costs, whether produced or acquired/ licensed rights, include development costs, direct costs and production overhead. These amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:

Production costs for content that is predominantly expected to be monetized individually will be amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues*(Ultimate Revenues)*. For film productions, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the initial release for theatrical films. The costs of produced and licensed film and TV content are subject to regular recoverability assessments. For content that is predominantly monetized individually, the unamortized costs are compared to the estimated fair value. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. To the extent the unamortized costs exceed the fair value, an impairment charge is recorded for the excess.

Investment in Films: Investment in films includes the unamortized costs of films, a portion of which are monetized individually (i.e., through domestic theatrical, home entertainment, limited series, international or other ancillary-market distribution), and a portion of which are monetized as part of a film group.

*Recording Cost.*Costs of acquiring and producing films and of acquired libraries are capitalized when incurred. For films produced by the Company, capitalized costs include all direct production and financing costs and production overhead. For acquired films, capitalized costs consist of minimum guaranteed payments to acquire the distribution rights.

*Amortization.*Costs of acquiring and producing films and of acquired libraries that are monetized individually are amortized using the individual-film-forecast method, whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films or limited series programs.

*Ultimate Revenue.*Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic limited series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.

*Development.*Films and limited series programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment unless the fair value of the project exceeds its carrying cost.

Licensed Program Rights: *General.*Licensed program rights include content licensed from third parties that is monetized as part of a film group for distribution on media networks distribution platforms. Licensed content is comprised of films or series that have been previously produced by third parties and the Company retains specified airing rights over a contractual term. Program licenses typically have fixed terms and require payments during the term of the license.

*Recording Cost.*The cost of licensed content is capitalized when the cost is known or reasonably determinable, the license period for programs has commenced, the program materials have been accepted by the Company in accordance with the license agreements, and the programs are available for the first showing. Licensed programming rights may include rights to more than one exploitation window under the Company’s output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases. Certain license agreements and productions may include additional ancillary rights in addition to the pay limited series rights. The cost of the Media Networks’ third-party licensed content and produced content is allocated between the pay limited series market distributed by the Media Networks’ segment and the ancillary revenue markets (e.g., digital distribution, digital platforms, international limited series, etc.) distributed by the limited series Production segment based on the estimated relative fair values of these markets. Our estimates of fair value for the pay limited series and ancillary markets and windows of exploitation involve uncertainty and management judgment.

*Amortization.*The cost of program rights for films and limited series programs (including original series) exhibited by the Media Networks segment are generally amortized on an accelerated or straight-line basis based on the anticipated number of exhibitions or expected and historical viewership patterns or the license period on a title-by-title or episode-by-episode basis. The number of exhibitions is estimated based on the number of exhibitions allowed in the agreement (if specified) and the expected usage of the content. Participations and residuals are expensed in line with the amortization of production costs. As of December 31, 2025 and 2024, the Company has not yet completed development of any film projects and, therefore, had not begun amortizing these costs. When amortization commences, it will be included in cost of revenues.

Changes in management’s estimate of the anticipated exhibitions and viewership patterns of films and original series on our networks could result in the earlier recognition of our programming costs than anticipated. Conversely, scheduled exhibitions and expected viewership patterns may not capture the appropriate usage of the program rights in current periods which would lead to the write-off of additional program rights in future periods and may have a significant impact on our future results of operations and our financial position.

Impairment Assessment for Investment in Films and Licensed Program Rights

*General.*A film group or individual film is evaluated for impairment when an event or change in circumstances indicates that the fair value of an individual film or film group is less than its unamortized cost. A film group represents the unit of account for impairment testing for a film or license agreement for program material when the film or license agreement is expected to be predominantly monetized with other films and/or license agreements instead of being predominantly monetized on its own. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements.

*Content Monetized Individually.*For content that is predominantly monetized individually (primarily investment in film and limited series programs related to the Motion Picture and limited series Production segments), whenever events or changes in circumstances indicate that the fair value of the individual film may be less than its unamortized costs, the unamortized costs of the individual film are compared to the estimated fair value of the individual film. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. To the extent the unamortized costs exceed the fair value, an impairment charge is recorded for the excess.

*Content Monetized as a Group.*For content that is predominantly monetized as a group (primarily licensed program rights in the Media Networks segment and internally produced programming, as discussed above), whenever events or changes in circumstances indicate that the fair value of the film group may be less than its unamortized costs, the aggregate unamortized costs of the group are compared to the present value of the discounted cash flows of the group using the lowest level for which identifiable cash flows are independent of other produced and licensed content. The Company’s film groups are generally identified by territory (i.e., country) or groups of international territories, wherein content assets are shared across the various territories and therefore, the group of territories is the film group. If the unamortized costs of the film group exceed the present value of discounted cash flows, an impairment charge is recorded for the excess and allocated to individual titles based on the relative carrying value of each title in the group.

*Valuation Assumptions.*The discounted cash flow analysis includes cash flows estimates of ultimate revenue and costs as well as a discount rate (a Level 3 fair value measurement). The discount rate utilized in the discounted cash flow analysis is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or limited series program or film group. The fair value of any film costs associated with a film or limited series program that management plans to abandon is zero. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and limited series programs may be required as a consequence of changes in management’s future revenue estimates.

BUFFALOED. Receivable and profit participation; contingent consideration. In November 2022, the Company acquired certain limited economic rights relating to the feature filmBUFFALOED, including (i) a secured receivable of $1,380,000 against specified film revenues under a Cash Asset Management Agreement (“CAMA”) and (ii) a 35% participation in profits payable thereafter, in each case subject to the terms of the applicable agreements. During the years ended December 31, 2025 and 2024, the Company recognized $0 and $53,000, respectively, of revenue under this arrangement, representing amounts whose collection was deemed probable. From the film’s release through December 31, 2024, the Company received an aggregate of $334,549 under the CAMA.

As consideration for the acquisition of the related Bold Crayon assets, the Company agreed to (a) pay Bold Crayon the first $130,000 collected from theBUFFALOED receivable pursuant to a contingent promissory note and (b) issue one share of the Company’s preferred stock for each $10,000 (in value) paid to the Company from theBUFFALOED receivable above $130,000, not to exceed 125 preferred shares, in each case subject to the governing agreements. Due to uncertainty regarding future receipts, no value was assigned to potential future revenues beyond amounts recognized as revenue when collection was deemed probable.

Intangible assets

The Company’s intangible assets include in-service and under-development websites and licensed internal use software.

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs” (ASC 350-50). All costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs incurred in the day-to-day operation of the website are expensed as incurred. The Company capitalizes external website development costs (“website costs”), which primarily include third-party costs related to developing applications, as well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates and costs to create initial graphics for the website that included the design or layout of each page.

The capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period.

Deferred Revenue

Deferred revenue represents the amount billed that has not yet been earned, pursuant to agreements entered into in current and prior periods. As of December 31, 2025 and 2024, total net deferred revenue was $50,000 and $0, respectively.

Revenues and Costs from Services and Products – Historically, Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights. The consulting services typically relate to development of business strategy and monetization of intellectual property rights. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the party are identified, the contract has economic substance, and collectability of the contract is considered probable. Historically, the term of these consulting agreements has been approximately three to six months in duration. The Company’s revenue is measured based on considerations specified in the contract with each customer. Accounting Standards Codification (“ASC”) 606 allows for adoption of an “as invoiced” practical expedient that allows companies to recognize revenue in the amount to which the entity has a right to invoice when they have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The Company has elected to adopt this practical expedient with regards to its consulting services revenue. All 2025 revenues were derived from a single customer. All 2024 revenues were derived from a different single customer.

Revenues from Films and Licensed Rights. are calculated based on expected ultimate revenues estimated over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic limited series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.

CAMA agreement income totaled $0 and $53,000 for the years ended December 31, 2025 and 2024, respectively.

*Fair Value Measurements **–***The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the right to obtain control over affiliated company, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, fall under this category.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments.

Valuation of Long-Lived Assets – The Company evaluates whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets*(principally produced and licensed content costs)*may be impaired or not recoverable. The significant factors that are considered that could trigger an impairment review include: changes in business strategy, market conditions, or the manner of use of an asset; underperformance relative to historical or expected future operating results; and negative industry or economic trends. In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised values to measure whether the asset is recoverable. The Company measures the impairment based on the projected discounted cash flows of the asset over its remaining life.

Stock-Based Compensation – The Company follows U.S. GAAP, which requires all stock-based compensation to employees, including the grant of employee stock options, to be recognized in the statement of operations based on its fair value. Awards outstanding are accounted for using the accounting principles originally applied to the award. The expense associated with share-based compensation is recognized on a straight-line basis over the service period of each award. Refer to Note 9 for additional information related to this stock-based compensation plan.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss per Share

Basic (loss) income per share is computed by dividing net (loss) income available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding instruments are exercised/converted, and the proceeds are used to purchase Common Stock at the average market price during the period. Instruments may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price/conversion rate of the instruments.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. For the period of these financial statements, the CEO of the Company was the CODM. The Company views its operations and manages its business asone operating and reporting segment.

New accounting standards

The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.

NOTE 3 –Liquidity and Going Concern

The Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2025, the Company has an accumulated deficit of approximately $7.8 million, incurred a net loss of $534,440 in 2025, and had $124 of cash on hand. These factors, among others, raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern.

The Company has a limited operating history, which makes it difficult to evaluate current business and future prospects. During 2025 and 2024, the Company reported$853,000 and $53,000 of revenues, respectively. Management expects the Company to incur further losses in the foreseeable future due to costs associated with content acquisition and production, the cost of on-going litigation, and costs associated with being a public company. There can be no assurance that our operations will ever generate sufficient revenues to fund continuing operations, or that we will ever generate positive cash flow from our operations, or that we will attain or thereafter sustain profitability in any future period. To mitigate this situation, the Company has a loan agreement with the Company’s CEO to fund its month-to-month cash flow needs. During 2025, the Company borrowed $353,000 from and repaid $87,000 to Mr. MacGregor pursuant to a master loan agreement. During 2024, the Company borrowed $103,000 from and repaid $30,000 to Mr. MacGregor pursuant to the same master loan agreement. The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation. This note is not convertible. Also, during 2025 and 2024, Company borrowed $29,000 and $280,000, respectively, from a family trust related to Mr. MacGregor pursuant to a master loan agreement. The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation. This note is not convertible.

NOTE 4 –Film Production Loans

Senior Mezzanine Loan Agreement with Barron’s Cove Movie, LLC

In February 2024, the Company loaned $200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement. $20,000 of the loan proceeds will be used to pay producer fees, including $10,000 to Mr. MacGregor. The $200,00 loan, plus a premium of twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan, or (b) from allocable proceeds received by Barron’s Cove Movie, LLC related to the movie, whichever occurs first.

Senior Loan Agreement with PNP Movie, LLC

PNP Movie, LLC senior loan (default; written off). In February 2024, the Company agreed to lend $97,475 to PNP Movie, LLC for a feature-length motion picture; in April 2024, the agreement was amended to provide an additional $42,525 and to use best efforts to increase aggregate financing to $597,475. As of December 31, 2025, cumulative advances totaled $196,200 ($196,200 at December 31, 2024). Under the agreement, principal plus a 20% premium was due on the earlier of twelve months from funding or receipt of allocable project proceeds.

The loan has been in default for more than 120 days, and management believes there is significant uncertainty regarding completion or release of the film. Accordingly, during 2025, the Company recorded a full write-off of $196,200 as an impairment loss in the statements of operations. No recoveries were recognized as of the reporting date.

Note 5 –Produced & Licensed Content Costs (Film Projects)

DEVIL’S HALF-ACRE / ASK CHRISTINE, disposition of project rights. On March 11, 2025, the Company entered into an agreement pursuant to which it assigned to the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”) all of the Company’s and certain affiliated entities’ rights, title, and interest in the motion picture projectDEVIL’S HALF-ACRE, and assigned the screenplay and option agreement forASK CHRISTINE, in each case effective upon completion of Luessenhop’s transfer to the Company of 1,000,000 shares of the Company’s common stock (valued at $256,000). The Company also agreed to assign to Luessenhop the Company’s rights under certain software license and cloud services agreements, subject to the terms of the agreement.

**BARRON’S COVE.Completed; Released. APHP acquired a first-priority recoupment/loan position related to this title in August 2025. The film was released in the U.S. on June 6, 2025 by Well Go USA. As reported by the producer/sales agent, a three-year U.S. streaming license with Paramount+ was executed in early October 2025.

BARRON’S COVE. Revenue collection and inter-party allocation. On December 29, 2025, the Company entered into Amendment No. 1 to its agreement with SSS Entertainment, LLC (“SSS”), which sets forth inter-party revenue collection and allocation mechanics for amounts actually received by the Company from exploitation ofBARRON’S COVE. Under the amendment, the Company is entitled to receive 100% of Net Revenues until it has received an aggregate $1,150,000, after which Net Revenues are allocated 85% to SSS and 15% to the Company until SSS has received the specified recoupment amount, and thereafter 100% of subsequent Net Revenues are retained by the Company. The amendment also provides for quarterly statements and inspection rights and requires remittance timing for amounts payable to SSS. The amendment further acknowledges uncertainty relating to bankruptcy proceedings involving Yale Entertainment LLC and the potential impact on enforcement, priority, or timing of collections.

**POSE.Completed Released. APHP earned an “in Association with” credit and holds an option to purchase a 24% ownership position through December 31, 2025, which would require an additional investment of $725,000 to exercise. As of September 30, 2025, the option had not been exercised. The Company carried this asset at $300,000 as of September 30, 2025.

**THIEVES HIGHWAY.Completed Released. APHP earned an “In Association With” credits. The Company issued 250,000 shares to Mr. Sanghani as consideration attributed to this title in Q4 2025.

**PROTECTOR. Completed Released.**APHP earned an “In Association With” credits. The Company issued 250,000 shares to Mr. Sanghani as consideration attributed to this title in Q4 2025.

MOTION.In post-production. APHP anticipates co-producing and co-financing the film with SSS Entertainment.

Impairment Assessment. Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not be recoverable. During 2025, the Company wrote off option rights related toCOYOTE SLEEPSand recorded an impairment loss.

NOTE 6 – Intangible Assets

The identifiable intangible assets consist of the following assets:

There wereno impairment charges associated with the Company’s identifiable intangible assets during the years ended December 31, 2025 and 2024.

Amortization expense recorded in the accompanying consolidated statements of operations was $23,333 and $18,250 for the years ended December 31, 2025 and 2024, respectfully.

NOTE 7 –Income Taxes

The components of our deferred tax assets are as follows:

The benefit of income taxes for the years ended December 31, 2025 and 2024 consist of the following:

At December 31, 2025, the Company has federal and state net operating loss carryforwards of approximately $65,000 of losses that begin toexpire in 2037. Beginning in 2018, net operating losses generated for federal purposes will no longer expire. As of December 31, 2025, the amount of federal net operating loss carryforwards that do not expire is approximately $1,036,000. Realization of the deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that one portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax assets and, accordingly, the Company has established full valuation allowance on its net deferred tax assets.

NOTE 8 –Notes Payable

Note Payable – Mr. MacGregor

During 2025, the Company borrowed $353,000 from and repaid $87,000 to Mr. MacGregor pursuant to a master loan agreement. During 2024, the Company borrowed $103,000 from and repaid $30,000 to Mr. MacGregor pursuant to the same master loan agreement. The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation. This note is not convertible.

Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)

During 2025 and 2024, Company borrowed $29,000 and $280,000, respectively, from a family trust related to Mr. MacGregor pursuant to a master loan agreement. The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation. This note is not convertible. $200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie, LLC.

Note Payable – Board Member

During 2024, the Company borrowed $5,000 from a member of the Board of Directors. This note was repaid in full during 2025.

Economic Injury Disaster Loan

In March 2021, the Company entered into anEconomic Injury Disaster Loan (“EIDL”) with the U.S. Small Business Administration. Although the stated principal amount was $150,000, the Company has historically carried the obligation at $149,900, reflecting a $100 UCC filing / third-party handling charge deducted from the loan proceeds at origination. The loan bears interest at 3.75% per annum, is secured by substantially all of the Company’s tangible and intangible assets, and is payable over 30 years.

Commercial Line of Credit. In April 2024, the Company entered into a line of credit agreement with American Express. Borrowings bear interest at rates ranging from approximately 16.09% to 34.3% and are personally guaranteed by Mr. MacGregor.

Labrys Fund II promissory note (Sept. 22, 2025). The Company issued an unsecured $115,000 promissory note to Labrys Fund II, L.P. on September 22, 2025. The note matures twelve months from issuance and permits prepayment within 181 days at stated premiums. Upon default, the balance is immediately due at 150%. Conversion is permitted only upon default or missed amortization, at 65% of the lowest traded price over the twenty prior trading days, subject to ownership caps and share-reserve requirements. Amortization begins March 23, 2026 with monthly payments through maturity.

NOTE 9 –Equity

Common Stock

The Company has 1,000,000,000 common shares authorized. As of March 25, 2026, the Company has 113,599,325 shares issued and outstanding. As of March 25, 2026, the total number of shareholders of record was 336.

On March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”) and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. Under the terms of the agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $256,000, to APHP. In exchange, Luessenhop received all rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, including the screenplay, filmed footage, copyright, and related materials, as well as the screenplay and associated option agreement for ASK CHRISTINE. Additionally, Luessenhop was also assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement. The agreement also included a mutual release of all claims related to the referenced screenplays and agreements.

Return of common stock to the Company. On March 11, 2025, Luessenhop transferred 1,000,000 shares of the Company’s common stock to the Company in connection with an asset disposition and release arrangement. The shares were valued at $256,000 based on $0.256 per share.

Shares issuable to SSS Entertainment, LLC. Pursuant to a contract dated November 7, 2024 between the Company and SSS Entertainment, LLC (“SSS”), the Company became obligated to issue an additional 500,000 shares of its common stock to SSS upon the occurrence of a payment default related to the Company’s contractual payment obligation toward the purchase of an ownership interest in the motion picture project currently known as “POSE.” On March 18, 2025, the Company’s Board authorized the issuance of such shares. As of December 31, 2025, the shares had not been issued and remain issuable.

The Common Stock has a one share one voting right with no other rights. There are no provisions in the Company’s Articles of Incorporation, Articles of Amendment, or By-laws that would delay or prevent a change of control. The Board may from time to time declare, and the Company may pay, dividends on its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof would render the Company insolvent, subject to any preferential dividend rights of outstanding shares of preferred shares or when the declaration or payment thereof would be contrary to any other state law restrictions.

Preferred Stock

The Preferred Stock consists of 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). At present,3,839 Series A preferred shares are issued and outstanding. The Series A preferred shares have the following rights: (i) a first position lien against all of the Company’s assets including but not limited to the Company’s IP (“Intellectual Property”), (ii) is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred stock may be exchanged for 100,000 Common Stock shares, (iii) and that each share of Series A preferred stock shall carry superior voting rights to the Company’s Common Stock and that each share of Series A preferred stock shall be counted as 1,000,000 votes in any Company vote and (iv) and any other benefits as deemed necessary and appropriate at the time of such issuance. The Preferred shares do not have any specific redemption rights or sinking fund provisions.

The “Liquidation Preference” with respect to a share of Series A preferred stock means an amount equal to the ratio of (i) the total amount of the Company’s assets and funds available for distribution to the Series A preferred shares to (ii) the number of shares of Series A preferred stock outstanding. As of December 31, 2025, the Series A preferred stock has a liquidation preference equal to $0.00 per preferred share.

Dividend Provisions

Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.

NOTE 10 –Equity Based Compensation

On December 13, 2023, the Board of Directors approved the American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “2023 Plan” or the “Plan”) to promote the financial success and progress of the Company and to provide equity-based incentives to directors, officers, employees and advisors. The 2023 Plan is administered by the Board of Directors and authorizes the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

Under the 2023 Plan, the total number of shares of common stock that may be issued pursuant to awards is limited to twenty percent (20%) of the Company’s issued and outstanding common shares at the time of grant, subject to adjustment in the event of stock splits, stock dividends and other similar events. Unless the Board of Directors determines otherwise, stock options granted under the 2023 Plan must have an exercise price of not less than the fair value of the Company’s common stock on the date of grant. The aggregate fair value of incentive stock options that first become exercisable by any optionee in any calendar year shall not exceed $100,000.

The Board of Directors determines the terms and conditions of awards granted under the 2023 Plan, including vesting and exercisability provisions. Vesting requirements for awards may be time-based or event-based and vary by individual grant. Stock options granted under the 2023 Plan expire on the date determined by the Board of Directors, but in no event may the term exceed ten years. Incentive stock options and non-qualified stock options generally become exercisable over a two-year period unless otherwise determined by the Board of Directors. Vested and unexercised options may generally be exercised for up to three months following termination of employment or service, or such longer period as may be determined by the Board of Directors.

In November 2024, the Company’s stockholders approved an increase in the number of shares issuable under the 2023 Plan, permitting the Board of Directors to grant additional awards to management and advisors. Awards under the 2023 Plan remained subject to the overall limitation of twenty percent (20%) of the Company’s issued and outstanding common shares at the time of grant.

On February 8, 2024, the Board of Directors granted options under the 2023 Plan to purchase an aggregate of 5,083,471 shares of the Company’s common stock at an exercise price of $0.0125 per share. These options were fully vested upon grant and have a term of ten years. During 2024,500,000 of these options were forfeited upon the resignation of certain directors.

On November 21, 2024, the Board of Directors granted options under the 2023 Plan to purchase an aggregate of 5,569,967 shares of the Company’s common stock at an exercise price of $0.29 per share. These options had not vested as of December 31, 2024.

During the year ended December 31, 2024, the Company recognized stock-based compensation expense of $1,258,159 related to option awards under the 2023 Plan, which was included in general and administrative expenses. The aggregate grant-date fair value of the 5,083,471 options granted on February 8, 2024 was $1,258,159, or approximately $0.25 per option, as measured in accordance with ASC 718, Compensation-Stock Compensation. Of the February 8, 2024 option grants, option awards with a grant-date fair value of $250,000 were granted to Bannor Michael MacGregor in exchange for his agreement to forgo compensation. Because the 5,569,967 options granted on November 21, 2024 had not vested as of December 31, 2024, no compensation expense was recognized for those awards as of that date.

During 2025, the Company did not grant any additional options. During 2025, an aggregate of 6,319,967 options held by an officer, directors, advisors and consultants were forfeited at a weighted-average exercise price of $0.2570, leaving 3,833,471 options outstanding at a weighted-average exercise price of $0.0125 as of December 31, 2025.

During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $379,065 related to option awards under the 2023 Plan, compared to $1,258,159 for the year ended December 31, 2024. Stock-based compensation expense is included within general and administrative expenses in the consolidated statements of operations.

A summary of stock option activity under the 2023 Plan for the year ended December 31, 2025 is presented below:

NOTE 11 –Contingencies and Uncertainties

Risks and Uncertainties – The Company’s operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks, including the potential risk of business failure. The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

Legal and other matters – In the normal course of business, the Company may become a party to litigation matters involving claims against the Company.

Pending Legal Proceeding:

**JAMS arbitration proceedings / consulting agreements.Pending Legal Proceeding. During 2025, demands for arbitration were submitted to JAMS inJonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) andMichael Jones v. American Picture House Corporation (JAMS Case No. 5220010727) arising out of certain consulting agreements. JAMS has advised the Company that the Jones matter has been consolidated with the Sanger-caption matter under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and defenses. Based on current information, management cannot conclude that a loss is probable and is unable to reasonably estimate a possible loss or range of loss, if any, at this time.

NOTE 12 –Related Party Transactions

**Post-year-end assignment of economic rights (see Note 13).**Subsequent to year end, Bannor Michael MacGregor and The Noah Morgan Private Family Trust (a family trust related to Mr. MacGregor) entered into arrangements assigning to SSS Entertainment, LLC certain economic rights to receive payment from the Company with respect to a portion of Company indebtedness owed to them. On March 12, 2026, in connection with Board approval of the related Multi-Film Investment and Compensation Agreement, the Company became obligated, subject to the terms of such agreement and applicable approvals, to issue equity consideration consisting of $350,000 in value of shares of the Company’s common stock to Mr. MacGregor and the trust, to be split equally. See Note 13 – Subsequent Events for additional information.

Preferred share pledge / standstill. On August 1, 2025, Mr. MacGregor entered into a pledge and agreement not to convert preferred shares under his control into common stock for ninety (90) days, unless earlier released by the Board.

CEO salary waiver; standstill on preferred transfers/conversions. On December 31, 2025, Mr. MacGregor, the Company’s Chief Executive Officer and controlling stockholder, delivered a letter to the Company’s Board confirming that he is waiving any cash salary effective January 1, 2025 through March 31, 2026, unless the Board expressly approves otherwise in a written resolution executed after the date of the letter. The letter also confirms that, during the same period, Mr. MacGregor will not sell, transfer, pledge, or otherwise dispose of any of his preferred shares and will not convert any preferred shares into common stock, except as required by operation of law or pursuant to a written Board-approved exception documented in advance.

Professional fees/ related party. During 2025 and 2024, the Company incurred approximately $105,000 and $180,000, respectively, of professional fees to a legal firm affiliated with a former member of the Company’s Board of Directors. At December 31,2025 and2024, the Company had approximately $145,000 and $94,000, respectively, included in accounts payable and accrued expenses owed to the legal firm.

Agreement with former officer/director. On March 11, 2025, the Company entered into an agreement with its former president, Alfred John Luessenhop, Jr. (“Luessenhop”), pursuant to which Luessenhop transferred to the Company 1,000,000 shares of the Company’s common stock (valued at $256,000 based on $0.256 per share). In exchange, Luessenhop received assignments of the Company’s rights, title, and interest in certain motion picture and screenplay-related assets and related agreements, and the parties agreed to mutual releases as set forth in the agreement.

Board consulting arrangements. During 2024, the Company had consulting services relationships with members of the Board of Directors whereby they were compensated a total of $45,000. As of December 31, 2025 and 2024, $0 and $0, respectively, were accrued and unpaid with respect to such consulting arrangements. The consulting services were provided as requested by management and could be terminated at any time without penalty. During the first quarter of 2025, amounts totaling $15,000 were paid to Mr. MacGregor; however, at Mr. MacGregor’s direction, such amounts were applied as partial repayment of indebtedness owed by the Company to him and were not treated as compensation.

Ribo Media. The Company has consulting arrangements with Ribo Music LLC d/b/a Ribo Media (“Ribo Media”) related to development of an online media platform. Revenues from Ribo Media consulting services were $0 for each of the years ended December 31, 2025 and 2024. Accounts receivable from Ribo Media were $0 and $4,086 as of December 31, 2025 and 2024, respectively. Michael Blanchard and Timothy Battles, each a director and shareholder of the Company, are managing members and controlling shareholders of Ribo Media.

**Devil’s Half-Acre.**Devil’s Half-Acre was a motion picture project associated with Alfred John Luessenhop, Jr., (“Luessenhop”) a former director of the Company, and screenplay rights written by Dashiell Luessenhop. During the years ended December 31, 2024 and 2023, the Company capitalized $5,710 and $40,199, respectively, of production costs associated with the project. On March 11, 2025, the Company assigned all of its and certain affiliated entities’ rights, title and interest inDEVIL’S HALF-ACRE to Luessenhop, and Devil’s Half-Acre, LLC was dissolved on May 12, 2025.

**Bold Crayon.**Bold Crayon Corporation (“Bold Crayon” or “BC”) is a related party. Mr. MacGregor is the Chief Executive Officer and a director of Bold Crayon and effectively controls Bold Crayon through affiliated entities. Mr. Blanchard, a director of the Company, was formerly a director and officer of Bold Crayon. As consideration for the Company’s acquisition of certain Bold Crayon assets, the Company agreed to pay Bold Crayon the first $130,000 collected from theBUFFALOED receivable and to issue one preferred share to Bold Crayon for each $10,000 (in value) paid to the Company from theBUFFALOEDreceivable above $130,000, not to exceed 125 preferred shares. See Note 13 – Subsequent Events regarding the 2024 issuance of preferred shares to Bold Crayon.

Loans/Mr. MacGregor. During 2025, the Company borrowed $353,000 from and repaid $87,000 to Mr. MacGregor pursuant to a master loan agreement. The 2025 repayments include $15,000 paid during the first quarter of 2025 that, at Mr. MacGregor’s direction, was applied as partial repayment of indebtedness owed by the Company to him and not treated as compensation. During 2024, the Company borrowed $103,000 from and repaid $30,000 to Mr. MacGregor pursuant to the same master loan agreement. The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity. The note is not convertible. Subsequently in 2026, $175,000 of indebtedness owed to Mr. MacGregor was included in post-year-end assignment arrangements with SSS Entertainment, LLC; see Note 13 - Subsequent Events.

Loans/family trust related to Mr. MacGregor. During 2025 and 2024, the Company borrowed $29,000 and $280,000, respectively, from a family trust related to Mr. MacGregor pursuant to a master loan agreement. The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity. The note is not convertible. $200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie, LLC. Subsequently in 2026, $175,000 of indebtedness owed to the family trust was included in post-year-end assignment arrangements with SSS Entertainment, LLC; see Note 13 - Subsequent Events.

Board member note. During 2024, the Company borrowed $5,000 from a member of the Board of Directors. This note was repaid in full during 2025.

NOTE 13 –SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10,Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2025, to the date these consolidated financial statements were issued. Except as noted below, management has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

SSS Entertainment / Multi-Film Investment and Compensation Agreement; Board approval.Effective as of January 27, 2026, the Company entered into a Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC (“SSS”), which revised the parties’ commercial arrangement with respect toPOSE, contemplated Company funding relating toMOTION, and contemplated a potential additional investment in an untitled SSS-produced picture, in each case subject to the terms of the agreement and applicable approvals. Under the agreement, (i) the priorPOSEoption-based payment structure was converted 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, (ii) the Company agreed to provide a $500,000 funding amount relating toMOTION in exchange for an assigned economic interest attributable to such funding, and (iii) the Company agreed, subject to mutually agreed definitive documentation, to invest $200,000 in an untitled SSS-produced motion picture. The agreement also contemplates certain equity-based consideration and incentive arrangements, including a credit-based share incentive of 250,000 shares of the Company’s common stock for each qualifying “in Association With” or better credit plus at least one “Producer” credit for APHP personnel secured by SSS for APHP, subject to the terms of the agreement and applicable approvals. In addition, subject to Board and/or committee approval, plan availability, and execution of applicable award documentation, the agreement contemplates a nonqualified stock option grant to Shaun Sanghani or his designees, assigns or nominees to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $0.20 per share (subject to adjustment to the extent required by the Company’s equity incentive plan or applicable law), with a two-year term from the grant date. The Company’s obligations under the Multi-Film Investment and Compensation Agreement were subject to final Board approval, which occurred on March 12, 2026.

Assignment of related-party indebtedness; contemplated equity consideration.Effective as of January 27, 2026, Bannor Michael MacGregor and The Noah Morgan Private Family Trust entered into assignment arrangements with SSS Entertainment, LLC pursuant to which they assigned to SSS economic rights to receive payment from the Company with respect to an aggregate of $350,000 of Company indebtedness owed to them, consisting of $175,000 of indebtedness owed to Mr. MacGregor and $175,000 of indebtedness owed to the trust, together with interest accruing on the assigned principal from and after the effective date, in each case pursuant to the applicable master loan documentation. The assignments provided for the transfer of economic rights only and did not transfer equity, voting, governance or management rights. On March 12, 2026, in connection with the Board’s approval of the Multi-Film Investment and Compensation Agreement, the Company became obligated, subject to the terms of such agreement and applicable approvals, to issue equity consideration consisting of $350,000 in value of shares of the Company’s common stock to Mr. MacGregor and The Noah Morgan Private Family Trust, to be split equally. As of the date of this report, such shares had not been issued.

Convertible note financing (Labrys Fund II). On January 20, 2026, the Company entered into a securities purchase agreement with Labrys Fund II, L.P. pursuant to which the Company issued a 10% promissory note in the aggregate principal amount of $172,500 (which includes an original issue discount of $22,500) in exchange for a cash purchase price of $150,000. The note has a twelve-month maturity from the issue date and contains conversion features subject to the note’s terms and limitations. As additional consideration, the Company agreed to issue 200,000 shares of common stock as commitment shares. The purchase price was disbursed such that $114,000 was wired to the Company, $7,500 was paid to the placement agent (Enclave Capital LLC) for the Company’s benefit, $25,000 was directed to the investor for repayment of a portion of a prior promissory note, and $3,500 was withheld for the investor’s legal fees. Under related transfer agent instructions, the Company authorized its transfer agent to reserve an initial 12,000,000 shares of common stock for potential issuance upon conversion and to adjust the reserve from time to time consistent with the note’s terms and limitations. The note’s conversion price is based on a discount to market prices over a specified trading-day lookback period, and conversions are subject to beneficial ownership limitations. A Current Report on Form 8-K relating to the January 20, 2026 Labrys financing had not been filed as of the date of this Annual Report and is being filed separately thereafter.

**Options issued to Directors and Advisors.**Subsequent to December 31, 2025, certain option awards were relinquished, forfeited, cancelled or otherwise ceased to be outstanding. On January 15, 2026, the Company granted Dr. Chauncey Tallaferro Jones an option to purchase 250,000 shares of the Company’s common stock and granted one advisor an option to purchase 250,000 shares of the Company’s common stock, in each case at an exercise price of $0.0125 per share. After giving effect to those issuances and the relinquishment, forfeiture, cancellation or other cessation of outstanding option awards,4,333,471 options remained outstanding as of March 25, 2026, consisting of (i)1,500,000 options held by six directors, (ii)662,983 options held by Mr. MacGregor, (iii)497,238 options held by Mr. Blanchard, (iv)873,250 options held by Mr. Hirsch and (v)800,000 options held by advisors and one past director.

Resolution discussions regarding professional fees. Subsequent to year end, the Company and Aldous PLLC agreed to enter into documentation addressing alleged outstanding professional fees and related matters, including a settlement agreement providing for a payment obligation of $103,598.52 due on or before May 1, 2026 and containing confession of judgment procedures, and a tolling and standstill agreement effective March 1, 2026 to facilitate settlement discussions. Related documentation includes a mutual release and termination agreement concerning prior draft settlement discussions with Mr. MacGregor and a separate conditional guaranty instrument that is springing upon an uncured Company default under the settlement agreement and is payable in cash only, in each case subject to the terms of the applicable documents.