Every 8-K that SENTIENT BRANDS HLDGS INC (SNBH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SNBH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SNBH filings page.
Sentient Brands Holdings Inc. entered into a confidential settlement and voluntary share-surrender agreement with a former securityholder and related entities. Under this agreement, the Surrendering Entities will voluntarily and irrevocably surrender to the company for cancellation 598,200 issued and outstanding post-reverse-split restricted shares of common stock, equivalent to approximately 17,946,000 pre-reverse-split shares, plus all other shares beneficially owned or controlled by the settling parties, without any monetary payment by the company. After closing, the cancelled shares will become authorized but unissued, and the company intends they not be reissued. A related membership surrender will also eliminate the settling parties’ interests in a note-holding investor entity, without changing any indebtedness or securities held by that note holder.
Sentient Brands Holdings Inc. entered into two confidential pre-filing settlement and cooperation agreements on July 1, 2026 with two former members of management as part of its Compliance and Restitution initiative. The board is seeking recovery and cancellation of equity it has identified as having been improperly issued and recovery of assets.
Under the agreements, the former managers agreed to provide full, truthful and continuing cooperation to a group of 25 investors and other parties and to make restitution through the surrender and cancellation of 455,496 restricted shares of common stock, equal to 13,664,747 shares on a pre-1‑for‑30 reverse‑split basis. The company will cancel and retire these shares without paying any monetary consideration, returning them to authorized but unissued status.
The arrangements include conditional releases and covenants not to sue, which remain effective only if cooperation continues and may be revoked upon material breach. The company emphasized that no party will receive fees, bonuses or settlement payments for testimony, that reimbursement is limited to reasonable documented expenses, and that the cooperating individuals may continue to communicate directly with regulators. The company described these steps as advancing its Compliance and Restitution objectives but cautioned that contemplated legal actions have not yet been filed and outcomes and any further recoveries are uncertain.
Sentient Brands Holdings Inc. reported several leadership and board changes. On June 16, 2026, Dionne Pendleton resigned as director, Corporate Secretary and Treasurer, with the company stating her decision was not due to any disagreement over operations, policies or practices. The board plans to continue engaging her on committees in an advisory capacity.
On the same date, the board appointed Derek Wyman and current President, Chief Operating Officer and acting principal executive officer Serge Knazev as directors, and named Wyman Treasurer and Knazev Corporate Secretary. Both will serve until the next annual meeting or earlier departure. The company notes there are no related-party transactions involving Wyman and refers to previously disclosed related-party relationships for Knazev. Compensation for the new roles will be in common stock under existing equity plans, with specific terms to be determined and disclosed in a later amendment.
Sentient Brands Holdings Inc. reported a leadership change following the resignation of interim Chief Executive Officer and director George Furlan, effective April 24, 2026. The company stated that his departure was not due to any disagreement over operations, policies, or practices.
After his resignation, the Board consists of Chairman Eric Bruns and director Dionne Harvey Pendleton, and it plans to add a new director in due course. Effective May 1, 2026, the Board designated Serge Knazev, the company’s President and Chief Operating Officer, as acting principal executive officer for certification and signing responsibilities under the Sarbanes-Oxley Act while it searches for a permanent or interim CEO.
Sentient Brands Holdings Inc. filed an 8-K describing several board actions. The company approved an addendum to its Share Exchange Agreement with Wyoming Bears, Inc. that transfers the remaining 49% equity interest in Wyoming Bears to Sentient Brands, giving it 100% ownership effective January 1, 2026. Consideration is paid in Acquisition Credits on the same terms as the original agreement, minority rights and rights of first refusal are terminated, and former minority holders receive full indemnification for liabilities tied to Sentient Brands’ public-company activities, with added license suspension and clawback protections for insolvency or catastrophic events.
The board also engaged Jeanene Morgan as Financial Controller and Chief Financial Officer and Serge Knazev as President and Chief Operating Officer, with Knazev compensated per project rather than by salary. Related-party disclosures note that investors including Knazev and Lee Puglisi are personally funding certain corporate expenses through non-interest-bearing arrangements, and that GA3 Consortium, LLC holds two company notes with $715,000 in principal while also funding some expenses via a non-interest-bearing forgivable loan.
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.
Sentient Brands Holdings Inc. reported several board-approved corporate actions. The company is engaging Cathedral CPAs & Advisors LLP as its new independent auditor to review the 2025 financial statements and 2026 quarters, while dismissing its prior auditor without any reported disagreements over accounting or audit matters.
The board approved addenda to share exchange and drop-ship manufacturing agreements for subsidiaries Aqua Emergency, AIG-F&B, and Wyoming Bears to make them wholly owned, remove physical inventory from subsidiary balance sheets, and record related amounts as prepaid manufacturing and fulfillment deposits. Executive, director, and consultant pay is shifting to a purely project- and performance-based model, with no fixed salaries and all arrangements requiring prior board approval and documented deliverables.
Additional actions include preparing for a potential equity credit line with an initial capacity of $250,000, expandable to $1,500,000, exploring a potential uplisting to the OTCQB Venture Market, moving the principal office and certain subsidiaries to Wyoming, opening new operating and escrow bank accounts, and engaging a special advisor to review audit processes and corporate governance.
Sentient Brands Holdings Inc., through its 51%-owned subsidiary Aqua Emergency, Inc. (Nevada), completed the acquisition of substantially all operating assets of Aqua Emergency, Inc. (Florida) on September 30, 2025. The assets include machinery, equipment, raw materials, finished goods, accounts receivable, licenses, and prepaid assets.
The aggregate consideration was $1,905,272.28, paid in the form of Acquisition Credits issued under the June 3, 2025 Share Exchange Agreement between Sentient Brands Holdings Inc. and Aqua Emergency, Inc. (Florida). These Acquisition Credits provide deferred and contingent rights to economic benefits from future use and commercialization of the acquired assets. The seller warranted clear title, and the Nevada subsidiary agreed to operate a business substantially similar to that previously run by the Florida entity.
Sentient Brands Holdings Inc. has amended its disclosure to describe a new Share Exchange Agreement involving its 51%-owned subsidiary, Wyoming Bears, Inc., and the subsidiary’s minority shareholders. Under this agreement, Wyoming Bears will acquire inventory, machinery, receivables, licensing rights, brands, and other tangible and intangible assets from these minority holders in exchange for Acquisition Credits.
The Acquisition Credits will later be exchangeable into shares of Sentient Brands common stock under an earnout schedule tied to revenue growth, EBITDA, or appraised asset value, calculated on a 70% performance basis and adjusted for Sentient Brands’ 51% ownership in Wyoming Bears. The parties also agreed to mutual rights of first refusal on minority equity stakes after the 18th month of the program, with potential buyouts priced at 0.7x revenue before 60 months and 1.25x revenue thereafter. The agreement includes customary securities-law compliance, indemnification, and lock-up and leak-out restrictions.