American Picture House Corp 8-K

What Happened

• American Picture House Corporation (the “Company”) filed an 8-K disclosing that on January 20, 2026 it entered a Securities Purchase Agreement with Labrys Fund II, LP and issued a 10% promissory note with an original principal of $172,500 (including a $22,500 original issue discount) in exchange for $150,000 in purchase proceeds. The Note matures 12 months from issuance (Jan 20, 2027) and bears 10% annual interest. The Note is convertible into the Company’s common stock under defined terms (including a market-price based discount with a trading-day lookback and beneficial ownership limits).

Key Details

• Note principal/structure: $172,500 face amount; $22,500 original issue discount; $150,000 purchase price; 10% interest; 12-month maturity (issued Jan 20, 2026).
• Additional consideration: Company issued 200,000 commitment shares to Labrys.
• Use of proceeds: $114,000 wired to the Company; $25,000 directed to Labrys to repay part of a prior note; $7,500 paid to Enclave Capital LLC as placement-agent compensation; $3,500 withheld for Labrys’ legal fees.
• Conversion mechanics and reserve: Note convertible at a discount to certain market prices subject to lookback and beneficial ownership limits; transfer agent reserved an initial 12,000,000 shares for potential conversion.

Why It Matters

• This transaction creates a near-term debt obligation (maturing ~1 year) and gives Labrys conversion rights that can dilute existing shareholders if converted.
• The company received about $114,000 in net cash for corporate use (after payments and withholding) and also issued 200,000 shares up front, which immediately increases share count.
• Investors should note both the potential dilution from conversion (12,000,000 shares initially reserved) and the terms (market-price discount and ownership limits) that will affect how and when conversion could occur.
• Securities were issued in reliance on private-placement exemptions (Section 4(a)(2) / Rule 506), and restrictive legends will be used.