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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): June 23, 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
8.01 Other Events.
On
June 23, 2026, the Board of Directors (the “Board”) of Sentient Brands Holdings Inc. (the “Company”) adopted
resolutions authorizing the Company’s management to engage specialized litigation counsel to pursue legal remedies in connection
with certain historical transactions and share issuances identified by the Board. The Board adopted these resolutions in connection with
its ongoing review of historical corporate actions, including allegations of self-dealing and the unauthorized and dilutive issuance
of equity that the Board has determined occurred without the authorization of a majority-independent Board and without corresponding
capital consideration to the Company.
The
Board has directed that the principal objective of the engagement be “Compliance and Restitution,” focused on enforcing the
Company’s contractual rights, including under the Share Exchange Agreement with American Industrial Group, Inc. (“AIG”),
and on recovering assets for the Company’s treasury. The remedies the Board has authorized counsel to pursue include, without limitation,
the recovery and cancellation of equity the Board has identified as having been improperly issued, and the resolution of disputes relating
to the issuance of debt instruments that the Board believes infringed upon the rights of senior debt holders and investors. The Board
authorized litigation counsel to prepare and serve formal demands for restitution upon relevant former management and service providers
as a prerequisite to the filing of any formal court complaint.
The
Board further authorized management to coordinate with the group of investors that are parties to a Joint Representation and Confidentiality
Agreement in order to pursue these claims on a unified basis. Under the resolutions, any final settlement agreement and the filing of
any formal court complaint must be presented to, and approved by, the Board before execution or filing. The officers of the Company were
authorized to take the actions necessary to carry out the intent of the resolutions while maintaining the confidentiality of the litigation
strategy.
As
of the date of this Current Report on Form 8-K, no formal court complaint has been filed, no demand has resulted in a binding settlement,
and the Company can provide no assurance as to the timing, outcome, or amount of any recovery, restitution, or cancellation of securities
that may result from the matters described above. The Company has provided the foregoing disclosure on a voluntary basis and does not
undertake to disclose the Company’s litigation strategy. The Company undertakes to make such further disclosures regarding these
matters as may be required by the federal securities laws.
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 engagement of litigation counsel and its anticipated efforts to seek compliance, restitution,
recovery of assets, and the cancellation of securities. These statements are based on current expectations, estimates, and projections
about the Company’s business and the matters described above, 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 inherent uncertainties of litigation and dispute resolution,
the Company’s ability to obtain restitution or recover or cancel securities, the cooperation of third parties, the costs of pursuing
such remedies, and 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 duly authorized.
| |
SENTIENT BRANDS
HOLDINGS INC. |
| |
|
|
| Date: June 23, 2026 |
By: |
/s/ Serge Knazev |
| |
|
Serge Knazev |
| |
|
President, Chief Operating Officer and |
| |
|
Acting Principal Executive Officer |
