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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): August 14, 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
No.) |
30
N Gould Street, Suite 61963
Sheridan,
Wyoming 82801
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (646) 202-2897
Not
Applicable
(Former
name or former address, if changed since last report)
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:
| ☐ |
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: None.
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
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
8.01 Other Events.
On
August 14, 2026, Sentient Brands Holdings Inc. (the “Company”), together with certain investor parties (collectively with
the Company, the “Plaintiff Parties”), entered into a confidential Settlement and Voluntary Share-Surrender Agreement (the
“Agreement”) with a former securityholder of the Company, solely in such person’s individual capacity (the “Settling
Individual”), and certain entities controlled by the Settling Individual (the “Surrendering Entities”). The Agreement
was entered into in furtherance of the Company’s previously announced “Compliance and Restitution” initiative and resolves
disputed matters concerning the Company, its securities, certain historical transactions, and related claims, solely as between the Plaintiff
Parties and the Settling Individual, without releasing any claim against any other person or entity.
Pursuant
to the Agreement, the Surrendering Entities voluntarily, irrevocably, and without any monetary payment by the Company, assigned and surrendered
to the Company for cancellation an aggregate of 598,200 issued and outstanding post-reverse-split restricted shares of the Company’s
common stock (approximately 17,946,000 pre-reverse-split shares) held of record by the Surrendering Entities, together with all additional
shares of the Company’s common stock beneficially owned or controlled by the Settling Individual or the Surrendering Entities,
including any shares held through a broker, bank, custodian, nominee, depository, or other street-name arrangement. Upon completion of
the closing under the Agreement, which is subject to customary conditions, including written confirmation by the Company’s transfer
agent that all surrendered shares have been cancelled and retired, the surrendered shares will be restored to the status of authorized
but unissued shares of the Company in accordance with Nevada law, and the Company intends that the cancelled shares not be reissued.
As
an express condition to the closing, a contemporaneous membership surrender and cancellation instrument (the “Membership Instrument”)
provides for the voluntary surrender and cancellation, without payment, of one Surrendering Entity’s entire membership, economic,
voting, distribution, information, consent, and other interests in an investor entity affiliated with the Plaintiff Parties that is a
holder of notes issued by the Company (the “Note Holder”). Upon the effectiveness of the Membership Instrument at the closing,
and confirmation through delivery of the Note Holder’s updated certified membership ledger, neither the Settling Individual nor
any Surrendering Entity will retain any direct or indirect membership, economic, or governance interest in the Note Holder. The Membership
Instrument does not cancel, reduce, recharacterize, or discharge any indebtedness owed by the Company to the Note Holder, and does not
transfer, cancel, or restrict any security of the Company registered to the Note Holder, all of which remain outstanding in accordance
with their terms.
Effective
only upon the closing date, the Plaintiff Parties will grant the Settling Individual an individual release limited to the Settling Individual;
no other person or entity is released, discharged, or granted any defense, credit, contribution right, indemnity, setoff, or other benefit
under the Agreement, and all claims against every person or entity other than the Settling Individual are expressly preserved. The Agreement
contains no monetary settlement consideration paid by the Company or to the Plaintiff Parties, and following the closing the parties
intend a clean separation, with no continuing cooperation or communication obligations except for limited ministerial matters relating
to the completion of the share cancellation.
The
Agreement is a compromise of disputed matters and does not constitute an admission of liability, wrongdoing, ownership, control, damages,
or the validity or invalidity of any claim or defense by any person or entity. The Agreement is governed by New York law, except that
the Company’s internal corporate acts and the retirement and treatment of its shares are governed by Nevada law. The parties have
agreed to keep the Agreement and its terms confidential, except as reasonably necessary to effect the closing, make legally required
corporate or securities disclosures, enforce the Agreement, respond to legal process, communicate with a governmental or self-regulatory
authority, or comply with law.
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 anticipated closing of the transactions contemplated by the Agreement, the cancellation and retirement of the
surrendered shares, the effectiveness of the releases described above, and the Company’s Compliance and Restitution initiative.
Forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could
cause actual results to differ materially, including, among others: the satisfaction of the closing conditions under the Agreement, including
confirmation of the share cancellation by the Company’s transfer agent; uncertainties inherent in litigation and dispute resolution;
the Company’s ability to obtain restitution or recover assets in connection with its Compliance and Restitution initiative; the
conduct and cooperation of third parties; the costs of pursuing available remedies; and general economic and market conditions. The Company
undertakes no obligation to update any forward-looking statement except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
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 duly authorized.
| Date:
August 14, 2026 |
SENTIENT
BRANDS HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Serge Knazev |
| |
Name: |
Serge
Knazev |
| |
Title:
|
President,
Chief Operating Officer and Acting
Principal Executive Officer |
