SENTIENT BRANDS HOLDINGS INC. 8-K

What Happened
SENTIENT BRANDS HOLDINGS INC. filed an 8‑K reporting that it executed Addendum No. 1 to the Share Exchange Agreement, acquiring the remaining 49% equity interest in Wyoming Bears, Inc. (WYB) and thereby owning 100% of WYB effective January 1, 2026. Consideration was paid in Acquisition Credits on the same economic terms as the original agreement (no minority or ROFR discounts). The company also appointed Jeanene Morgan as Financial Controller & Chief Financial Officer and engaged Serge Knazev as President & Chief Operating Officer (effective January 1, 2026). The Board approved related‑party disclosures concerning Mr. Knazev’s investments and non‑interest‑bearing loans used to fund company expenses.

Key Details

• Ownership change: Company now owns 100% of WYB, effective January 1, 2026.
• Consideration and earn‑outs: Acquisition Credits issued on original terms; earn‑out calculations adjusted to reflect 100% ownership (replacing the prior 51% multiplier).
• Officer changes: Jeanene Morgan engaged as Financial Controller & CFO; Serge Knazev engaged as President & COO (no salary; per‑project compensation; recuses on conflicts).
• Related‑party financing: GA3 Consortium, LLC (in which Mr. Knazev is an investor) funded Company expenses via non‑interest loans and acquired two Company notes (originally from Leonite Capital) with aggregate principal $715,789; Mr. Knazev owns 58,456 shares purchased in the open market. Board reviewed and approved these matters under the Company’s related‑party policies.

Why It Matters
The acquisition of the remaining WYB shares gives SENTIENT full control of the subsidiary, which simplifies consolidation and could affect future earn‑out payments and operational decisions. Issuing Acquisition Credits (rather than cash) and agreeing to indemnify former minority holders shifts certain financial and legal exposures to the Company. The appointments of a CFO and a President/COO signal strengthened finance and operations oversight; compensation structure for the COO (per project, no salary) may limit fixed payroll expense. Related‑party loans and note transfers totaling $715,789 are material governance items investors should note—these were disclosed and approved by the Board.