Sentient Brands Holdings, Inc. (OTC: SNBH) Finalizes Share Exchange Agreement with Aqua Emergency, Inc.

Rhea-AI Summary

Sentient Brands Holdings (OTC:SNBH) has executed a Share Exchange Agreement with Aqua Emergency, Inc., the exclusive American Red Cross® licensee for emergency water and MREs. Through its 51%-owned subsidiary, SNBH will acquire Aqua Emergency's Florida operations in exchange for Acquisition Credits convertible to SNBH common stock based on performance metrics over 5 years.

The transaction leverages AIG-F&B's infrastructure, SNBH's wholly-owned subsidiary created through partnership with American Industrial Group. Aqua Emergency brings expertise in disaster relief supplies and maintains relationships with federal, state, and municipal agencies, healthcare systems, and NGOs.

Positive

• Exclusive American Red Cross® license for emergency water and MREs
• Strategic acquisition provides access to government, healthcare, and NGO clients
• Performance-based earnout structure aligns with growth objectives
• Leverages AIG-F&B's manufacturing and distribution infrastructure for scaling operations

Negative

• Potential share dilution through conversion of Acquisition Credits
• Complex 5-year earnout structure tied to multiple performance metrics
• Only 51% ownership of the subsidiary acquiring the assets

NEW YORK, July 15, 2025 (GLOBE NEWSWIRE) -- Sentient Brands Holdings, Inc. (OTC:SNBH), an emerging platform company focused on scalable consumer product goods and emergency preparedness assets, has executed a definitive Share Exchange Agreement with Aqua Emergency, Inc., a Florida-based company and the exclusive licensee of the American Red Cross® brand for long-shelf-life emergency water and MREs.

Under the terms of the agreement, SNBH, through its 51%-owned subsidiary Aqua Emergency, Inc. (Nevada), will acquire assets and operations of Aqua Emergency (Florida) in exchange for Acquisition Credits, which may be converted into SNBH common stock based on an earnout structure tied to revenue, EBITDA, and asset value growth benchmarks over 5 years. The transaction was executed on July 5, 2025, and disclosed in an 8-K filing with the SEC on July 9, 2025.

Aqua Emergency brings extensive expertise in disaster and emergency relief supplies to the platform, along with proven product lines of shelf-stable water and nutrition solutions. The company also boasts a valuable client base that includes federal, state, and municipal agencies, as well as nationwide hospital and healthcare systems, NGOs, and preparedness distributors. It is the exclusive license holder and manufacturer of the American Red Cross® for emergency water and MREs, which positions the company as a key supplier in the preparedness and humanitarian sectors.

Significantly, Aqua Emergency will now scale its operations by leveraging the manufacturing, financing, and distribution infrastructure of AIG-F&B, Inc., a wholly owned subsidiary of SNBH. AIG-F&B was created through the strategic partnership between Sentient Brands Holdings, Inc., and American Industrial Group (AIG) – a vertically integrated food and beverage group with global reach and operations.

George Furlan, CEO of SNBH, stated:

“This transaction aligns with our mission to deliver critical solutions in the emergency preparedness space. Aqua Emergency’s unique licenses and longstanding institutional relationships give us a durable strategic advantage. Coupled with the operational capabilities of AIG-F&B, this is a transformative step in our growth strategy.”

Brandon Jones, CEO of Aqua Emergency, commented:

“Joining the SNBH family unlocks tremendous scale for us. With AIG-F&B’s manufacturing, financing, and distribution infrastructure, we can meet increasing demand across government, defense, and civilian markets. We’re proud to carry forward our exclusive partnership with the American Red Cross under a publicly traded platform dedicated to purpose and impact.”

About Sentient Brands Holdings, Inc.
Sentient Brands Holdings, Inc. (OTC: SNBH) is a publicly traded platform company focused on building and scaling high-impact consumer and emergency response businesses. SNBH owns and operates subsidiaries in the food, beverage, and preparedness sectors, including AIG-F&B, Inc., in partnership with American Industrial Group.

About Aqua Emergency, Inc.
Aqua Emergency, Inc. is a manufacturer and distributor of long-shelf-life emergency water and nutrition products, as well as the exclusive licensee of the American Red Cross® for emergency hydration and meals. The company serves federal, state, and municipal agencies, as well as hospitals, healthcare systems, and NGOs throughout North America.

About AIG-F&B, Inc.
AIG-F&B is the food and beverage manufacturing arm of SNBH, developed in partnership with American Industrial Group. It supports SNBH’s brands with vertically integrated production, co-packing, and international distribution infrastructure.

Contact:
Investor Relations
Sentient Brands Holdings, Inc.
Email: info@sentientbrands.com
Web: www.snbh.markets
More information: www.aquaemergency.com, www.aigfb.com
https://www.otcmarkets.com/filing/html?id=18604589&guid=gfi-k6lorYRSJth

This press release contains forward-looking statements. Actual results may differ materially due to various risks and uncertainties disclosed in SNBH’s public filings with the SEC.

FAQ

What is the significance of SNBH's acquisition of Aqua Emergency?

The acquisition gives SNBH exclusive American Red Cross® licensing for emergency water and MREs, plus access to government, healthcare, and NGO clients, while leveraging AIG-F&B's infrastructure for scaling operations.

How will Aqua Emergency be integrated into SNBH's structure?

Aqua Emergency will be acquired through SNBH's 51%-owned subsidiary, with the transaction structured through Acquisition Credits convertible to SNBH common stock based on performance metrics.

What are the key terms of SNBH's Share Exchange Agreement with Aqua Emergency?

The agreement involves exchanging Aqua Emergency's assets for Acquisition Credits convertible to SNBH stock, based on revenue, EBITDA, and asset value growth over 5 years.

Who are Aqua Emergency's main customers?

Aqua Emergency serves federal, state, and municipal agencies, nationwide hospital and healthcare systems, NGOs, and preparedness distributors.

How will AIG-F&B support Aqua Emergency's operations?

AIG-F&B will provide manufacturing, financing, and distribution infrastructure to help scale Aqua Emergency's operations across government, defense, and civilian markets.