SNBH 8-K
Sentient Brands Holdings Inc. (SNBH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(Former Name of Registrant)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K reports the execution of an Addendum to the Share Exchange Agreement between Sentient Brands Holdings Inc. and a subsidiary of Wyoming Bears, Inc. (Nevada), as well as engagement of the CFO and President/COO positions and related disclosures.
Item 1.01 Entry Into A Material Definitive Agreement
On February 20, 2026, the Board of Directors of Sentient Brands Holdings Inc. (the “Company”) approved Addendum No. 1 (the “Addendum”) to the Share Exchange Agreement dated September 30, 2025, by and among the Company, Wyoming Bears, Inc., a Nevada corporation (“WYB”), and the minority shareholders of WYB.
Pursuant to the Addendum:
| ● | The Company acquired the remaining forty-nine percent (49%) equity interest in WYB. | |
| ● | As a result, the Company now owns one hundred percent (100%) of the issued and outstanding equity of WYB, effective January 1, 2026. | |
| ● | Consideration consists of Acquisition Credits issued on the same legal and economic terms set forth in the original Share Exchange Agreement, without minority or right-of-first-refusal discounts. | |
| ● | Earn-out calculations are adjusted to reflect 100% ownership, replacing the prior 51% multiplier. | |
| ● | All minority rights, including rights of first refusal, were terminated. | |
| ● | The Company agreed to full indemnification of the former minority holders in connection with liabilities arising from the Company’s public company activities. | |
| ● | The Addendum includes protective license suspension and clawback provisions upon insolvency or catastrophic events. |
The Addendum is governed by Nevada law.
The foregoing description is qualified in its entirety by reference to the full text of the Addendum, which is filed herewith as Exhibit 10.21.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
On February 20, 2026, the Board approved the following officer appointments:
Engagement of Financial Controller & CFO
Jeanene Morgan was engaged as Financial Controller & Chief Financial Officer of the Company, reporting directly to the Board of Directors, with authority to conduct all activities associated with such responsibilities.
Engagement of President & COO
Serge Knazev was engaged as President & Chief Operating Officer effective January 1, 2026. The position carries no salary and provides for per-project compensation. Mr. Knazev reports to the Board of Directors.
Key responsibilities include:
| ● | Managing subsidiary operations | |
| ● | Strengthening the balance sheet | |
| ● | Audit preparedness | |
| ● | IT infrastructure implementation |
Mr. Knazev will recuse himself from decisions relating to his personal investments where conflicts of interest may arise.
Item 8.01 Other Events
Approval of Related Party Disclosures
The Board approved disclosures relating to:
| ● | Serge Knazev as investor in GA3 Consortium, LLC, which has funded certain Company expenses through non-interest-bearing loan arrangements. GA3 Consortium, LLC’s acquisition of two Company notes originally issued to Leonite Capital, with an aggregate principal value of $715,789. Mr.Knazev is an active investor in American Industrial Group, Inc., the funding source and manufacturing provider, and an investor in the Subsidiaries. |
| ● | Mr. Knazev’s ownership of 58,456 shares of Company common stock, which was purchased in the open market. |
| ● | Certain non-interest-bearing loans from Mr.Knazev were used to fund Company expenses, including auditor, transfer agent, EDGAR, and accounting system costs. |
These matters were reviewed and approved by the Board in accordance with the Company’s related-party governance policies.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. These statements involve risks and uncertainties and are based on current expectations, estimates, and projections about the Company’s business and industry, management’s beliefs, and certain assumptions made by management. Forward-looking statements are not guarantees of future performance, and actual results may differ materially. Factors that could cause or contribute to such differences include, without limitation, risks associated with the integration of acquired assets, market acceptance of products, supply chain challenges, and general business conditions. Readers are cautioned not to place undue reliance upon these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect future events or circumstances.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |
| 99.1 | Board of Directors Resolution dated February 20, 2026 | |
| 10.20 | Addendum No. 1 to Share Exchange Agreement dated December 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENTIENT BRANDS HOLDINGS INC. | ||
| Date: February 24, 2026 | By: | /s/ Eric Bruns |
| Eric Bruns | ||
| Board Chairman | ||
EXHIBIT 10.20
ADDENDUM NO. 1
TO SHARE EXCHANGE AGREEMENT
This Addendum No. 1 (this “Addendum”) is entered into as of December 31, 2025 (the “Effective Date”), by and among:
| ● | Sentient Brands Holdings Inc., a Nevada corporation (“SNBH” or the “Purchaser”); | |
| ● | Wyoming Bears, Inc., a Nevada corporation (the “Subsidiary”); and | |
| ● | The shareholders of Wyoming Bears, Inc. (NV) hold the remaining forty-nine percent (49%) equity interest (collectively, the “Minority Sellers”). |
This Addendum amends and supplements the Share Exchange Agreement dated September 30, 2025 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
RECITALS AND PROTECTIVE ACKNOWLEDGEMENTS
WHEREAS, the Parties acknowledge and recognize that SNBH has represented that it is diligently working toward achieving compliance with that certain Share Exchange Agreement dated September 30, 2025, with Wyoming Bears, Inc., including, without limitation, the condition that SNBH be free of material debt and liabilities at the time of definitive closing; and
WHEREAS, the Parties further acknowledge that, as of the date hereof, such conditions have not yet been fully satisfied, and that remediation efforts remain ongoing; and
WHEREAS, the Parties acknowledge that auditing physical inventory located across multiple countries and multiple U.S. states is cost-prohibitive and operationally impractical, materially increasing audit scope, timing, and expense; and
WHEREAS, the Parties further acknowledge that SNBH has received a funding offer for up to USD 1.5 million under an equity credit line structure, conditioned upon SNBH maintaining profitability, remaining current in SEC filings, and continuing to strengthen corporate governance and internal controls; and
WHEREAS, in light of the foregoing, the Parties acknowledge that SNBH must transition to a drop-ship manufacturing and fulfillment model and eliminate exposure to physical inventory in order to reduce audit complexity, balance-sheet risk, and compliance burden; and
WHEREAS, the Parties desire to strengthen protections for the brands, assets, operations, and goodwill of Aqua Emergency, Inc. (NV), AIG-F&B, Inc., and Wyoming Bears, Inc. as subsidiaries of SNBH and American Industrial Group, Inc., Aqua Emergency, Inc. (FL) and Minority Sellers as grantors and to affirmatively insulate such entities and their stakeholders from any actual or potential liabilities arising from or related to SNBH;
WHEREAS, the Parties acknowledge and recognize that while the Subsidiary and its related entities are profitable, SNBH prior to September 30, 2025 has accumulated in excess of $5.5 million in deficit and related losses for tax purposes, and that the ability to offset such profit with SNBH’s accumulated loss for tax purposes requires SNBH to own at least eighty percent (80%) of such entities; and
WHEREAS, the Parties further acknowledge that the existence of a minority interest results in significant deductions of the recognized EBITA under PCAOB rules, which materially impacts the Company’s financial presentation and compliance requirements; and
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, the Parties agree as follows:
1. Sale of Remaining Minority Interest
1.1 Transfer of Equity
The Minority Sellers hereby sell, assign, transfer, and convey to SNBH all of their remaining forty-nine percent (49%) equity interest in the Subsidiary, free and clear of all liens and encumbrances.
1.2 Resulting Ownership
Upon the Effective Date, SNBH shall own one hundred percent (100%) of the issued and outstanding equity of the Subsidiary.
2. Consideration for Minority Interest
2.1 Form of Consideration
SNBH shall issue to the Minority Sellers Acquisition Credits on the same legal, economic, and conversion terms set forth in the Agreement, as modified herein.
2.2 Valuation Basis
The Minority Interest shall be valued using the valuation framework set forth in the Agreement, without minority or right-of-first-refusal discounts.
3. Earn-Out Adjustment for 100% Ownership
3.1 Ownership Multiplier Adjustment
All earn-out calculations shall be recalculated on a 100% ownership basis, replacing the prior 51% multiplier.
3.2 No Double Counting
Any consideration issued in connection with this Addendum shall be credited against the remaining unearned earn-out capacity.
4. Termination of Minority Rights
All minority rights, including rights of first refusal, are hereby terminated in their entirety.
5. Full Indemnification; Assignment of Claims
SNBH shall fully, irrevocably, and unconditionally indemnify and hold harmless the Minority Sellers and AE-FL from any and all liabilities, claims, losses, or disputes arising from SNBH’s business, governance, financing, disclosures, or public-company status. All related claims are automatically assigned to SNBH, which shall bear sole responsibility for their resolution.
6. Protective License Suspension; Clawback Rights
Minority Sellers shall have the right, on 24-hour written notice, to suspend or terminate any license or operational rights granted to SNBH and claw back all related assets and rights upon insolvency, substantial threatened or pending litigation, or any matter reasonably perceived as catastrophically detrimental to the protected brands or stakeholders. Suspension shall remain in effect for up to 90 days or until fully cured to mutual satisfaction, whichever comes earlier. Termination will cancel all unconverted and earned Acquisition Credits.
7. Ratification
Except as expressly amended herein, the Agreement is ratified and confirmed in full force and effect.
8. Governing Law
This Addendum shall be governed by the laws of the State of Nevada.
9. Counterparts
This Addendum may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Effective Date.
SENTIENT BRANDS HOLDINGS INC.
| By: | /s/ Eric Bruns / Chairman Of The Board |
WYOMING BEARS, INC. (NEVADA) / Minority Sellers
| By: | /s/ Joel Kleinfeld / President |
Reviewed and vetted by:
SNBH Board Of Directors
SNBH Legal Counsel | SNBH Financial Controller | SNBH Chief Financial Advisor
EXHIBIT 99.1
BOARD OF DIRECTORS RESOLUTION
SENTIENT BRANDS HOLDINGS, INC. (“SNBH”)
Date: February 20, 2026
WHEREAS, the Board of Directors (the “Board”) of Sentient Brands Holdings, Inc. (“SNBH”) has reviewed and considered proposals regarding corporate structure, operations, finance, and governance; and
WHEREAS, the Board deems it necessary and in the best interest of SNBH and its shareholders to optimize the audit process, reduce operating and overhead costs, and maintain profitability, compliance, and qualification for future financing.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves the following actions, effective immediately unless otherwise specified:
Corporate Structure and Agreement Approvals
| 1. | Amendment to Wyoming Bears, Inc. Share Exchange Agreement: The Board approves the amendment to the Share Exchange Agreement with Wyoming Bears, Inc. (“WYB”), to formally increase SNBH ownership of WYB to 100%, with the effective date of that agreement as January 1st, 2026. | |
| 2. | Engagement of Jeanene Morgan as a Financial Controller & CFO with the respective authorizations to conduct all the activities associated with the above responsibilities. The reporting line is to the Board of Directors. | |
| 3. | Engagement of Serge Knazev in the capacity of President & COO effective January 1, 2026. The position has no salary and a per-project compensation structure. The reporting line is to the Board of Directors. Key objectives for the position include managing the subsidiaries’ operations, restructuring and strengthening the balance sheet, audit preparedness, and IT infrastructure. COO will have to recuse himself from any decisions pertaining to his investments, which can potentially create a conflict of interest, as per disclosures below. |
Approval of Disclosures
| ○ | Serge Knazev and Lee Puglisi (Investors): The Investors in GA3 Consortium, who are personally funding certain SNBH expenses, including but not limited to auditor, Edgarizer, transfer agent, and accounting system, via a non-interest-bearing loan, pursuant to the Emergency Funding Agreement (attached). | |
| ○ | Debt and Equity Holdings: Serge holds 58,456 shares of SNBH purchased in the open market. He is also an active investor in American Industrial Group, Inc., a funding source and the manufacturing provider for the subsidiaries, and a non-executive Chairman of Concent, Inc., the Managing Member of GA3 Consortium, LLC, which holds two SNBH Notes with a principal value of $715,000, acquired from Leonite Capital. GA3 Consortium, LLC has funded certain SNBH expenses, including the OTCID annual subscription, through a non-interest-bearing forgivable loan. |
BE IT FURTHER RESOLVED, that the officers of Sentient Brand Holdings, Inc. (the “Company”), acting collectively and in coordination with one another, and subject at all times to the oversight, approval, and direction of the Board of Directors, are hereby authorized and directed to take such actions, execute such documents, and incur such expenses only as jointly necessary or advisable to carry out the intent of these resolutions and to fulfill the objectives of streamlining the audit process, optimizing operating and overhead costs, and maintaining profitability, regulatory compliance, and eligibility for the Company’s equity credit line.
No officer shall act unilaterally or independently on behalf of the Company with respect to the foregoing matters, except as expressly authorized in writing by the Board or as required for ministerial execution of Board-approved actions.
CERTIFICATION
The undersigned hereby certifies that she is the duly elected and acting Secretary of Sentient Brands Holdings, Inc., a Nevada corporation, and that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation on the date set forth above, which resolution has not been repealed or modified.
IN WITNESS WHEREOF, the undersigned has executed this Certification on the
| /s/ Dionne Pendleton | |
| Corporate Secretary and Treasurer |
Reviewed & vetted by:
/s/ Chris Dieterich |
/s/ Jeanene Morgan |
/s/ Eric Bruns | ||
| Legal Counsel | Financial Controller & CFO | Board Chairman | ||
/s/ Serge Knazev |
||||
| President & COO |