American Picture House Corp
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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Jun 30, 2025 · Filed Aug 14, 2025
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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 theTurn Up the Sun! option and acquire all rights inBarron’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% | |||
| (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. |
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