Sentient Brands Holdings Enters Material Definitive Agreement

TL;DR

Sentient Brands signed a big deal, filing shows. Could be good.

AI Summary

Sentient Brands Holdings Inc. entered into a material definitive agreement on September 3, 2024. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Intelligent Buying, Inc., is incorporated in Nevada and headquartered in New York.

Why It Matters

This filing indicates a significant new agreement for Sentient Brands Holdings, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not detailed, making it difficult to assess the immediate risks or benefits.

Key Players & Entities

• Sentient Brands Holdings Inc. (company) — Registrant
• Intelligent Buying, Inc. (company) — Former Name of Registrant
• September 3, 2024 (date) — Date of earliest event reported
• 590 Madison Avenue, 21st Floor New York, New York 10022 (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $5,000,000 — er. For example : If revenue grows from $5,000,000 in quarter one 2024 to $10,000,000 in q
• $10,000,000 — from $5,000,000 in quarter one 2024 to $10,000,000 in quarter one 2025 and the Company's t
• $200,000 — er). For example : If EBITDA grows from $200,000 in quarter one 2024 to $500,000 in quar
• $500,000 — ws from $200,000 in quarter one 2024 to $500,000 in quarter one 2025 and the Company's t
• $300,000 — average share price is $.07, then: 5 x $300,000 = $1,500,000/$.07 = 21,428,571 acquisit
• $1,500,000 — are price is $.07, then: 5 x $300,000 = $1,500,000/$.07 = 21,428,571 acquisition shares to
• $1,000,000 — le : If assets in quarter one 2024 were $1,000,000 and assets in quarter one 2025 were $5,
• $4,000,000 — ling average share price is $.07, then: $4,000,000/$.07 = 57,142,857 Acquisition Shares to
• $45,000,000 — ending 2025 in the aggregate amount of $45,000,000, and a minimum of five percent (5%) EBI

Filing Documents

• e5921_8-k.htm (8-K) — 36KB
• e5921_ex10-1.htm (EX-10.1) — 294KB
• 0001731122-24-001361.txt ( ) — 560KB
• snbh-20240903.xsd (EX-101.SCH) — 3KB
• snbh-20240903_lab.xml (EX-101.LAB) — 33KB
• snbh-20240903_pre.xml (EX-101.PRE) — 22KB
• e5921_8-k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into A Material Definitive Agreement On September 3, 2024, Sentient Brands Holdings Inc. (the "Company") entered into a Share Exchange Agreement (the "Exchange Agreement") with AIG, F&B, Inc., a Nevada corporation ("AIG"), and the owners (the "AIG Shareholders") of 100% of the issued and outstanding shares of common stock of AIG (collectively, the "AIG Shares"), pursuant to which, upon the Closing (as defined below), the Company will acquire the AIG Shares from the AIG Shareholders in exchange for shares of common stock of the Company (the "Acquisition Shares"), which such Acquisition Shares will be issued by the Company to the AIG Shareholders in accordance with an Earnout Schedule (as defined below) as set forth in the Exchange Agreement (the "Share Exchange"). The closing of the Share Exchange (the "Closing") is to take place on or before November 1, 2024 (the "Outside Closing Date"). The AIG Shareholders represent a group of international, vertically integrated food and beverage manufacturing companies ("AIG Group"), comprising eight factories and 170 distributors across 22 countries, who market and sell products through various U.S. and international big-box retailers and distributors, with several product lines holding Organic and Kosher certifications. In line with its business plan, AIG intends to launch a global, vertically integrated food and beverage manufacturing and distribution business, based on AIG Group's proven, cash flow-positive product lines and business models. The Company believes that, if the Share Exchange is consummated, AIG's planned business venture would be synergistic with the Company's existing product and brand development business and anticipates meaningful operation efficiency through the integration of the two organizations. Pursuant to the Exchange Agreement, following the Closing, the Acquisition Shares will be issued by the Company to the AIG Shareholders on a quarterly basis over the five (5) year period im

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 10.1 Share Exchange Agreement by and between Sentient Brands Holdings Inc., AIG-F&B, Inc., and the owners of the AIG Shares (as defined therein) dated September 3, 2024

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: September 9, 2024 By: /s/ Dante Jones Dante Jones Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR