Late 10-K notice: Sentient Brands (NASDAQ: SNBH) seeks 15-day extension

Rhea-AI Filing Summary

Sentient Brands Holdings Inc. notified the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 will be filed late under Rule 12b-25. The company states it needs additional time for compilation and review to ensure adequate disclosure and will file on or before the fifteenth calendar day following the prescribed due date. The notice was signed by George Furlan on March 30, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-34861

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: ________________________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Sentient Brands Holdings Inc.

Full name of registrant

Former name if applicable

30 Gould Street, Suite 61963

Address of principal executive office

Sheridan, WY 82801

City, state and zip code

PART II - RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check the box if appropriate.)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025, cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15^th calendar day following the prescribed due date.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

George Furlan, CEO		(646)		202-2897
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such a shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Sentient Brands Holdings Inc.

Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 30, 2026	By:	/s/ George Furlan
		George Furlan
		Interim Chief Executive Officer

FAQ

Why did Sentient Brands (SNBH) file a Form 12b-25?

Answer: Sentient Brands filed Form 12b-25 because it requires additional time to compile and review disclosures. The company says it needs extra time to ensure adequate disclosure for the Form 10-K for the period ended December 31, 2025, per the notice signed March 30, 2026.

When will SNBH file its delayed Form 10-K?

Answer: The company will file the Annual Report on Form 10-K on or before the fifteenth calendar day following the prescribed due date. The 12b-25 notice explicitly commits to the 15-day extension available under Rule 12b-25.

Who is the contact for the SNBH late filing notice?

Answer: The named contact is George Furlan, CEO, with telephone number (646) 202-2897. He signed the Form 12b-25 notification on behalf of Sentient Brands on March 30, 2026.

Does the Form 12b-25 indicate material changes in results for SNBH?

Answer: No; the notice states the company answered the question about significant changes in results with a selection indicating no anticipated significant change. The filing does not attach any quantitative earnings estimate in the provided excerpt.

Does a Form 12b-25 filing by SNBH mean securities trading is halted?

Answer: No; a Rule 12b-25 notification itself does not halt trading. It simply notifies the SEC of a late periodic report and the company’s plan to file the Form 10-K within the permitted extension period.