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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): February 23, 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 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
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 |
|
|
