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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.