Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 12, 2026, the Board of Directors of American Picture House Corporation (the "Company") approved the Company's entry into that certain Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC ("SSS"), effective as of January 27, 2026 (the "Multi-Film Agreement"). The Multi-Film Agreement sets forth a revised commercial arrangement between the Company and SSS with respect to the feature film POSE, provides for contemplated funding by the Company with respect to the feature film MOTION and an additional SSS-produced film, and contemplates certain equity-based consideration and incentive arrangements, in each case subject to the terms of the agreement and applicable approvals.

Also on March 12, 2026, the Board of Directors ratified Amendment No. 1 to the APHP/SSS Agreement to Extend the TURN UP THE SUN! (aka POSE) Option and to Acquire Additional Rights to BARRON'S COVE, effective as of December 29, 2025 ("Amendment No. 1"), by and between the Company and SSS. Amendment No. 1, among other things, extends the option period relating to POSE, amends certain arrangements relating to BARRON'S COVE, and provides an equity settlement alternative in lieu of certain cash payments, subject to the terms of the amendment.

The Company's obligations under the Multi-Film Agreement and Amendment No. 1 were subject to final Board approval or ratification, which occurred on March 12, 2026.

The foregoing descriptions of the Multi-Film Agreement and Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 above, on March 12, 2026, in connection with the Board's approval of the Multi-Film 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 Bannor Michael MacGregor and The Noah Morgan Private Family Trust, to be split equally. Such shares have not yet been issued.

The securities described in this Item 3.02, when issued, will be issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D thereunder, as transactions not involving any public offering.