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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 29, 2026
SENTIENT
BRANDS HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34861 |
|
86-3765910 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
30
N Gould Street, Suite 61963
Sheridan,
Wyoming 82801
(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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of George Furlan as Director and Interim Chief Executive Officer. On April 24, 2026, during a telephonic discussion with members
of the Board of Directors (the “Board”) of Sentient Brands Holdings Inc. (the “Company”), George Furlan informed
the Board of his resignation, effective April 24, 2026, from his positions as Interim Chief Executive Officer of the Company and as a
member of the Board. On April 29, 2026, the Company received Mr. Furlan’s written notice confirming his resignation. On May 1st,
2026, the Board accepted his resignation, effective as of April 24, 2026.
Mr.
Furlan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices.
Compensatory
Arrangements – Outgoing Officer. In connection with Mr. Furlan’s separation from service, the Company is reviewing
the compensation that may be owed to Mr. Furlan for the year ended December 31, 2025, and the quarter ended March 31, 2026, in accordance
with the Company’s prior disclosures and the terms of any applicable compensation plan or arrangement. The Company has not entered
into a separation, severance, release, or other settlement agreement with Mr. Furlan as of the date of this Current Report on Form 8-K.
To the extent the material terms of any such arrangement are determined, the Company will file an amendment to this Current Report on
Form 8-K within four business days following such determination, as required by Instruction 2 to Item 5.02 of Form 8-K.
Director
Vacancy and Status of Interim Chief Executive Officer Position. Following Mr. Furlan’s resignation, the Board consists
of Eric Bruns, who serves as Chairman of the Board, and Dionne Harvey Pendleton. The Board intends to consider the appointment of a new
director to fill the vacancy created by Mr. Furlan’s resignation in due course. The Board is conducting a search for a permanent
or interim Chief Executive Officer and will report any appointment in a subsequent Current Report on Form 8-K, as and when required by
Item 5.02 of Form 8-K.
Designation
of Acting Principal Executive Officer. Effective May 1, 2026, and until such time as a new Chief Executive Officer is appointed,
the Board designated Serge Knazev to serve as the Company’s acting principal executive officer for purposes of Sections 302 and
906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, including the execution of certifications,
attestations and other documents required to be signed by the principal executive officer in connection with the Company’s periodic
and current reports filed under the Exchange Act. Mr. Knazev has served as the Company’s President and Chief Operating Officer
since January 1, 2026. Additional information regarding Mr. Knazev’s business experience is incorporated by reference to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including
statements regarding the Company’s leadership transition and future operations. These statements are based on current expectations,
estimates, and projections about the Company’s business and industry, management’s beliefs, and certain assumptions made
by management, and involve risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking
statements. Factors that could cause actual results to differ include, without limitation, the Company’s ability to identify and
appoint a new Chief Executive Officer and additional director, to retain key personnel, and to execute its business strategy, as well
as general economic and market 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, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 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 authorized.
| |
SENTIENT
BRANDS HOLDINGS INC. |
| |
|
|
| Date:
May 4, 2026 |
By: |
/s/
Serge Knazev |
| |
|
Serge
Knazev |
| |
|
President,
Chief Operating Officer, and Acting Principal Executive Officer |
