Sentient Brands (SNBH) files 8-K/A with former auditor agreement letter

Rhea-AI Filing Summary

Sentient Brands Holdings Inc. filed an amended current report to provide a letter from its former independent auditor, Victor Mokuolu, CPA PLLC. The company had previously notified the firm of its dismissal as certifying accountant effective December 24, 2025, after the firm issued its final audit report on the company’s financial statements for the year ended December 31, 2024. In the letter filed as an exhibit, the former auditor states it agrees with the company’s prior disclosure in Item 4.01(a) of the earlier Form 8‑K regarding this change in accountants.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 01/23/2026 - 07:12 PM Learn about SEC filing dates

FAQ

What does Sentient Brands Holdings Inc. (SNBH) disclose in this 8-K/A?

The company files an amended current report to include a letter from its former auditor, Victor Mokuolu, CPA PLLC, confirming agreement with the company’s prior disclosure about the change in accountants.

When was Victor Mokuolu, CPA PLLC dismissed by Sentient Brands (SNBH)?

Sentient Brands notified Victor Mokuolu, CPA PLLC of its dismissal as the company’s accountants effective December 24, 2025.

What period did the former auditor’s last report cover for SNBH?

The firm’s last and final Report of Independent Registered Public Accounting Firm covered Sentient Brands’ financial statements for the year ended December 31, 2024.

What does the auditor’s letter say in relation to Sentient Brands’ prior Form 8-K?

The letter to the SEC states that Victor Mokuolu, CPA PLLC agrees with the statements made by Sentient Brands in Item 4.01(a) of its Form 8‑K filed on January 12, 2026.

Which exhibits are included with this Sentient Brands (SNBH) 8-K/A?

The filing includes Exhibit 16.1, the letter from Victor Mokuolu, CPA PLLC, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Does this SNBH 8-K/A discuss any new financial results?

No, this amended report focuses on the change in certifying accountant and the former auditor’s letter agreeing with the company’s earlier disclosure, rather than new financial results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 5, 2026

SENTIENT BRANDS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 (Former Name of Registrant)

Nevada		001-34861		86-3765910
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

110 East 59th Str. 22nd Floor

New York, New York 10022

(Address of principal executive offices) (zip code)

646-202-2897

(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 letter received from the auditor VICTOR MOKUOLU, CPA PLLC.

Item 4.01 Changes in Registrant’s Certifying Accountant

Effective December 24, 2025, Victor Mokuolu, CPA PLLC (the “Firm”), was notified by Sentient Brands Holdings Inc. (the “Company”) of dismissal as the Company’s accountants and ceased their services as accountants. The Firm issued its last and final Report of Independent Registered Public Accounting Firm on the Company’s financial statements for the year ended December 31, 2024.

The letter addressed to the Securities and Exchange Commission, stating Victor Mokuolu, CPA PLLC, agrees with the statements made by the Company in its Item 4.01(a) of Form 8K filed by the Company, filed on January 12, 2026.

Forward-Looking Statements

This Form 8-K/A includes forward-looking statements that involve risks and uncertainties. Forward-looking Statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
16.1		Letter received from the auditor VICTOR MOKUOLU, CPA PLLC.
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: January 22, 2026	By:	/s/ George Furlan
		George Furlan
		Chief Executive Officer