Sentient Brands Holdings Inc. Amends 8-K for Share Exchange Agreement

Ticker: SNBH · Form: 8-K/A · Filed: Oct 3, 2025 · CIK: 1358633

Sentient Brands Holdings Inc. 8-K/A Filing Summary
FieldDetail
CompanySentient Brands Holdings Inc. (SNBH)
Form Type8-K/A
Filed DateOct 3, 2025
Risk Levelmedium
Pages4
Reading Time4 min
Sentimentneutral

Sentiment: neutral

Topics: amendment, material-agreement, share-exchange

TL;DR

Sentient Brands Holdings Inc. filed an 8-K/A amendment for a Share Exchange Agreement with Wyoming Bears, Inc. dated Sept 3, 2024.

AI Summary

Sentient Brands Holdings Inc. filed an 8-K/A amendment on October 3, 2025, reporting on the execution of a Share Exchange Agreement with Wyoming Bears, Inc., which occurred on September 3, 2024. This filing amends a previous report and provides further details on this material definitive agreement.

Why It Matters

This amendment provides updated information regarding a significant agreement, potentially impacting the structure or operations of Sentient Brands Holdings Inc. and its relationship with Wyoming Bears, Inc.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate ongoing developments or clarifications related to material agreements, suggesting potential shifts or complexities in the company's business.

Key Players & Entities

  • Sentient Brands Holdings Inc. (company) — Registrant
  • Wyoming Bears, Inc. (company) — Counterparty to Share Exchange Agreement
  • September 3, 2024 (date) — Date of earliest event reported (execution of Share Exchange Agreement)
  • October 3, 2025 (date) — Filing date of the 8-K/A amendment

FAQ

What is the primary purpose of this 8-K/A filing?

The primary purpose is to amend a previous 8-K filing to report the execution of a Share Exchange Agreement between Sentient Brands Holdings Inc. and Wyoming Bears, Inc.

When was the Share Exchange Agreement executed?

The Share Exchange Agreement was executed on September 3, 2024.

Who are the parties involved in the Share Exchange Agreement?

The parties involved are Sentient Brands Holdings Inc. and Wyoming Bears, Inc.

What is the filing date of this amendment?

This Form 8-K/A was filed on October 3, 2025.

What was Sentient Brands Holdings Inc.'s former company name?

Sentient Brands Holdings Inc.'s former company name was Intelligent Buying, Inc.

Filing Stats: 1,112 words · 4 min read · ~4 pages · Grade level 13.9 · Accepted 2025-10-02 21:03:12

Filing Documents

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement On September 30, 2025, Sentient Brands Holdings Inc. ("SNBH"), through its 51%-owned subsidiary Wyoming Bears, Inc. ("Subsidiary"), entered into a Share Exchange Agreement (the "Agreement") with the minority shareholders of the Subsidiary (collectively, the "Sellers") who own and control several assets and lines of business of interest to the Company, pursuant to which Subsidiary will acquire many of those assets and rights of Sellers in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the "Acquisition Credits"). These Acquisition Credits will be issued by SNBH to Sellers and/or their designees ("Shareholders") in accordance with an Earnout Schedule (as defined below) set forth in the Exchange Agreement (the "Exchange Agreement"). Pursuant to the Agreement, the Subsidiary will acquire certain rights and assets of the Sellers, including inventory, machinery, receivables, licensing rights, brands, and other tangible and intangible assets, in exchange for Acquisition Credits, ultimately convertible into shares of SNBH common stock. The consideration structure is based on an Earnout Schedule tied to (i) annual revenue growth, (ii) EBITDA, or (iii) appraised asset value, calculated on a 70% performance basis and adjusted by SNBH's 51% ownership interest in the Subsidiary. Acquisition Credits issued under this structure may be converted into shares of SNBH common stock following applicable holding periods and subject to Lock-Up Agreements. Wyoming Bears, Inc., a Nevada-based Company, is a specialized brand manager and distributor of food, beverage, first aid, and pet care products, with a sales force and operations reaching over 22 countries, including the US, Canada, Mexico, Europe, South Korea, and the Asia Pacific Region. The Company is the exclusive worldwide distributor (with the exception of the US) for the Original New York Seltzer br

Forward-Looking Statements

Forward-Looking Statements This Form 8-K/A includes forward-looking forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company's filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with respect thereto or any change in events conditions or circumstances on which any statement is based.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 10.18 Share Exchange Agreement dated September 30, 2025, by and among Sentient Brands Holdings Inc., Wyoming Bears, Inc., and the minority shareholders of Wyoming Bears, Inc.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SENTIENT BRANDS HOLDINGS INC. Date: October 02, 2025 By: /s/ George Furlan George Furlan Chief Executive Officer

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