{"url_path":"/sec/snbh/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1358633/0001493152-26-029841-index.html","accession_number":"0001493152-26-029841","cik":"0001358633","ticker":"SNBH","issuer_name":"SENTIENT BRANDS HOLDINGS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1358633/0001493152-26-029841-index.html","primary_entity_key":"0001358633","primary_entity_name":"SENTIENT BRANDS HOLDINGS INC."},"word_count":590,"has_tables":true,"body_markdown":"**Item\n8.01 Other Events.**\n\n \n\nOn\nJune 23, 2026, the Board of Directors (the “Board”) of Sentient Brands Holdings Inc. (the “Company”) adopted\nresolutions authorizing the Company’s management to engage specialized litigation counsel to pursue legal remedies in connection\nwith certain historical transactions and share issuances identified by the Board. The Board adopted these resolutions in connection with\nits ongoing review of historical corporate actions, including allegations of self-dealing and the unauthorized and dilutive issuance\nof equity that the Board has determined occurred without the authorization of a majority-independent Board and without corresponding\ncapital consideration to the Company.\n\n \n\nThe\nBoard has directed that the principal objective of the engagement be “Compliance and Restitution,” focused on enforcing the\nCompany’s contractual rights, including under the Share Exchange Agreement with American Industrial Group, Inc. (“AIG”),\nand on recovering assets for the Company’s treasury. The remedies the Board has authorized counsel to pursue include, without limitation,\nthe recovery and cancellation of equity the Board has identified as having been improperly issued, and the resolution of disputes relating\nto the issuance of debt instruments that the Board believes infringed upon the rights of senior debt holders and investors. The Board\nauthorized litigation counsel to prepare and serve formal demands for restitution upon relevant former management and service providers\nas a prerequisite to the filing of any formal court complaint.\n\n \n\nThe\nBoard further authorized management to coordinate with the group of investors that are parties to a Joint Representation and Confidentiality\nAgreement in order to pursue these claims on a unified basis. Under the resolutions, any final settlement agreement and the filing of\nany formal court complaint must be presented to, and approved by, the Board before execution or filing. The officers of the Company were\nauthorized to take the actions necessary to carry out the intent of the resolutions while maintaining the confidentiality of the litigation\nstrategy.\n\n \n\nAs\nof the date of this Current Report on Form 8-K, no formal court complaint has been filed, no demand has resulted in a binding settlement,\nand the Company can provide no assurance as to the timing, outcome, or amount of any recovery, restitution, or cancellation of securities\nthat may result from the matters described above. The Company has provided the foregoing disclosure on a voluntary basis and does not\nundertake to disclose the Company’s litigation strategy. The Company undertakes to make such further disclosures regarding these\nmatters as may be required by the federal securities laws.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including\nstatements regarding the Company’s engagement of litigation counsel and its anticipated efforts to seek compliance, restitution,\nrecovery of assets, and the cancellation of securities. These statements are based on current expectations, estimates, and projections\nabout the Company’s business and the matters described above, management’s beliefs, and certain assumptions made by management,\nand involve risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements.\nFactors that could cause actual results to differ include, without limitation, the inherent uncertainties of litigation and dispute resolution,\nthe Company’s ability to obtain restitution or recover or cancel securities, the cooperation of third parties, the costs of pursuing\nsuch remedies, and general economic and market conditions. Readers are cautioned not to place undue reliance upon these forward-looking\nstatements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking\nstatements to reflect future events or circumstances, except as required by law."}