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.
The Sentient Brands Holdings, Inc. (OTC: SNBH) SEC filings page on Stock Titan provides access to the companys regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents offer detailed information on Sentient Brands structure as a holding and platform company, its acquisitions and share exchange agreements, subsidiary operations, and corporate governance decisions.
Investors can review Form 8-K current reports in which Sentient Brands describes material events such as its share exchange agreements with AIG-F&B, Inc., Aqua Emergency, Inc., and Wyoming Bears, Inc., the completion of asset acquisitions, and transitions to a drop-ship manufacturing and fulfillment model for certain subsidiaries. Other 8-K filings outline changes in the companys independent registered public accounting firm, project-based compensation frameworks for executives and consultants, preparations for a potential equity credit line, and steps toward a possible OTCQB uplisting.
The companys Form 12b-25 (NT 10-Q) filing explains timing considerations related to its quarterly report and provides context on reporting processes. Together with other periodic reports, these filings help readers understand Sentient Brands financial reporting, audit arrangements, and compliance posture.
On Stock Titan, users can access these filings as they are made available through the EDGAR system. AI-powered tools summarize lengthy documents such as 8-Ks and future 10-Q or 10-K reports, highlighting key sections on acquisitions, subsidiary performance, financing arrangements, and governance changes. The platform also makes it easier to track patterns across filings, such as the evolution of Sentient Brands M&A strategy, the integration of subsidiaries like Aqua Emergency, AIG-F&B, and Wyoming Bears, and the companys ongoing efforts to refine its corporate structure and audit processes.
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.
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. filed an amended quarterly report for the three and nine months ended September 30, 2025 to correct the accounting for its Aqua Emergency acquisition and a note reclassification. The restatement reduced assets by $51,937 and increased net loss by $12,467 for the quarter and $27,915 for the nine-month period.
For Q3 2025, the company reported revenue of $373,822, all from newly acquired beverage and emergency water subsidiaries, generating gross profit of $236,317 and an operating profit of $31,433. After interest and other items, net loss for the quarter was only $3,979, versus a loss of $291,841 a year earlier.
For the nine months, revenue was $484,723 and net loss was $891,412. At September 30, 2025, total assets were $2,657,360 against liabilities of $4,142,464, leaving a stockholders’ deficit of $1,485,104. Management discloses substantial doubt about the company’s ability to continue as a going concern, citing an accumulated deficit of $5,561,239, a working capital deficit of $3,266,689, reliance on external financing, and significant use of equity, including debt conversions and performance-based Acquisition Credits.
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.