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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

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 to POSE, contemplated Company funding relating to MOTION, 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 prior POSE option-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 to MOTION 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.