Welcome to our dedicated page for Sentient Brands Hldgs SEC filings (Ticker: SNBH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sentient Brands Holdings Inc. filings document material agreements, subsidiary transactions, governance changes, and reporting obligations for the OTC-traded holding company. Recent 8-K disclosures cover share exchange agreements, addenda involving AIG-F&B, Aqua Emergency, and Wyoming Bears, and a bill of sale transferring Aqua Emergency operating assets, inventory, receivables, licenses, and prepaid assets.
The company’s SEC record also includes disclosures on certifying-accountant changes, officer and director transitions, compensatory arrangements, capital-structure planning, subsidiary ownership, office relocation and reincorporation matters, and notices of late Form 10-K and Form 10-Q filings. These filings frame the company’s public-company governance, acquisition structure, and periodic-reporting status.
Sentient Brands Holdings Inc. (SNBH) reported its first meaningful operating results in Q3 2025, driven by newly acquired subsidiaries. Revenue for the quarter reached $387,659, all from AIG F&B and Aqua Emergency, compared with no revenue a year earlier. Gross profit was $189,398, and after operating expenses of $143,291 and other items, net income attributable to shareholders was a modest $2,889 versus a loss of $291,841 in Q3 2024.
For the nine months ended September 30, 2025, revenue totaled $498,259 and the net loss attributable to shareholders was $884,545 compared with a loss of $933,749 in the prior-year period. The balance sheet expanded sharply as total assets rose to $2.71 million from $23,296, mainly from the $595,440 AIG F&B asset acquisition and the $1,905,272 Aqua Emergency business combination, but the company still showed a stockholders’ deficit of $1.50 million and current liabilities of $4.21 million.
Management discloses substantial doubt about the company’s ability to continue as a going concern, citing an accumulated deficit of $5.53 million, a working capital deficit of $3.59 million, and dependence on raising additional capital. Multiple legacy notes were converted into equity during 2025, significantly increasing the common share count to 118,096,844 pre-split as of September 30, 2025, with a 30‑for‑1 reverse stock split approved in September. The company is pursuing an acquisition-led CPG strategy in wellness, beverage, and emergency preparedness using performance-based Acquisition Credits.
Sentient Brands Holdings Inc. filed a Form 12b-25 to notify a delay in its Form 10-Q for the quarter ended September 30, 2025. The company states it needs additional time for compilation and review to ensure adequate disclosure of information required in the report. It expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date.
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.
Sentient Brands Holdings, Inc. approved a 30-for-1 reverse recapitalization of its common stock, converting each thirty (30) existing shares into one (1) post-recapitalization share.
The action was approved by the Board and by written consent of the holder of 1,000,000 shares of Series B Preferred Stock on September 10, 2025. The Company states there were 118,096,844 shares of Common Stock outstanding as of the Record Date, September 10, 2025. The recapitalization will become effective no earlier than twenty (20) calendar days after first mailing of this Information Statement, expected on or about September 25, 2025.