{"url_path":"/sec/sntl/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Stockholder Matters and Issuer Purchases of Equity Securities.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","accession_number":"0001096906-26-000918","cik":"0000889353","ticker":"SNTL","issuer_name":"Sentinel Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","primary_entity_key":"0000889353","primary_entity_name":"Sentinel Holdings Ltd."},"word_count":1481,"has_tables":true,"body_markdown":"**Item 5. Market for Registrant’s Common Equity, Stockholder Matters and Issuer Purchases of Equity Securities.**\n\n \n\n**Market Information**\n\n \n\nThe Company’s common stock is currently quoted on the OTCQB Market under the symbol “SNTL” and experiences limited trading volume. The following table sets forth the high and low per share sales prices for our common stock for each of the quarters during the years ended December 31, 2025 and 2024.\n\n \n\n**Year Ended December 31, 2025**\n\n \n\n**High**\n\n \n\n \n\n**Low**\n\n \n\nFourth quarter\n\n \n$6.17\n \n\n \n$4.95\n \n\nThird quarter\n\n \n$5.90\n \n\n \n$2.01\n \n\nSecond quarter\n\n \n$5.60\n \n\n \n$1.47\n \n\nFirst quarter\n\n \n$6.01\n \n\n \n$3.49\n \n\n \n\n**Year Ended December 31, 2024**\n\n \n\n**High**\n\n \n\n \n\n**Low**\n\n \n\nFourth quarter\n\n \n$4.99\n \n\n \n$3.50\n \n\nThird quarter\n\n \n$6.01\n \n\n \n$3.47\n \n\nSecond quarter\n\n \n$6.01\n \n\n \n$4.50\n \n\nFirst quarter\n\n \n$6.01\n \n\n \n$3.49\n \n\n \n\nOn December 31, 2025, the closing sales price reported for our common stock was $6.17 per share and, as of that date, we had approximately 302 holders of record of our common stock and 9,690,429 shares outstanding.\n\n \n\n**Dividend Policy**\n\n \n\nWe have not declared or paid any dividends on our common stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deem relevant.\n\n \n\n**Purchases of Equity Securities by the Issuer and Affiliated Purchasers**\n\n \n\nNone.\n\n \n\n**Securities Authorized for Issuance under Equity Compensation Plans**\n\n \n\nEffective December 12, 2025, the Company’s Board of Directors approved the 2025 Sentinel Equity Incentive Plan (the “Plan”) and reserved 1,000,000 shares of Common Stock for issuance under the Plan. As of December 31, 2025, 184,000 shares had been awarded to employees under the Plan. The shares vested immediately upon issuance, are registered with the SEC, and include a two-year holding period prior to sale.\n\n \n\n \n\n16\n\n*Table of Contents*\n\n \n\n**Recent Sale of Unregistered Securities**\n\n \n\nDuring the years ended December 31, 2025, and December 31, 2024, the Company conducted the following sales of unregistered securities pursuant to Regulation D and Section 4(2) of the Securities Act of 1933, as amended. The Company used all such amounts for working capital and operating purposes.\n\n \n\n**During the year ended December 31, 2025:**\n\n \n\na)\n\nOn June 24, 2025, the Company issued 135,000 shares of restricted common stock at $1.00 per share through which it received cash proceeds of $135,000.\n\n \n\n \n\nb)\n\nOn June 24, 2025, the Company issued 15,000 shares of Restricted Preferred Stock Series B at an arbitrary aggregate agreed value of $750,000 in consideration for consulting services.\n\n \n\n \n\nc)\n\nOn various dates from July 23, 2025 through September 23, 2025, the Company issued 1,685,000 Warrant Units at $1.00 per Unit for the purchase of up to 3,370,000 shares of Common Stock and received cash proceeds of $1,685,000. Each Unit consists of one Series A Warrant to purchase one share of Common Stock at $3.50 per share and one Pre-Funded Warrant to purchase one share of Common Stock at $0.001 per share. All warrants were fully vested upon issuance and expire on various dates over the next two years.\n\n \n\n \n\nd)\n\nOn September 24, 2025, the Company issued 1,600,000 shares of Preferred Stock Series A with a fair value of $1,600 to a related party in exchange for consulting services. Shares of Preferred Stock Series A have voting rights, but they do not accrue dividends nor do they have any liquidation preferences, redemption rights, or conversion rights. Therefore, consistent with previous accounting for such issuances, such shares were valued at their par value of $0.001 per share.\n\n \n\n \n\ne)\n\nOn October 30, 2025, the Company issued 10,000 shares of Preferred Stock Series B with a fair value of $500,000 to the Company’s President and CEO for services performed in connection with an acquisition in October 2025 described elsewhere in this document.\n\n \n\n \n\nf)\n\nOn December 9, 2025, the Company’s Board of Directors approved the issuance of 184,000 shares of Common Stock with a fair value of $184,000 to 184 employees in recognition of services rendered. Such shares were issued during the following month. Shares issued under the Plan were previously registered with the SEC on Form S-8.\n\n \n\n \n\nEach share of Common Stock was deemed by Management to have a value of $1.00 per share based upon the most recent cash price paid per common share by third-party investors during the second quarter of this year. That value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of this transaction.\n\n \n\n**During the year ended December 31, 2024:**\n\n \n\na)\n\nOn March 6, 2024, the Company cancelled 866,667 shares of common stock that was previously issued and re-issued the same shareholders a total of 368,967 in accordance with stated agreements.\n\n \n\n \n\nb)\n\nOn June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matures in June 2025. An origination and finance fee of $15,000 are included in the principal and discounted against the note over the term. As of June 30, 2024, the note had an outstanding balance of $171,600. The proceeds from this offering were used for working capital purposes.\n\n \n\n \n\nc)\n\nOn June 8, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025. The proceeds from this offering were used for working capital purposes\n\n \n\n \n\n17\n\n*Table of Contents*\n\n \n\nd)\n\nOn June 28, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for a subscription amount of $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The subscription was received in July 2024. The proceeds from this offering were used for working capital purposes.\n\ne)\n\nIn July 2024, the Company issued 225,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $225,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes.\n\nf)\n\nIn August 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes.\n\ng)\n\nOn September 6, 2024, the Company issued 50,000 shares of Preferred Stock Series B, having a fair value of $2,500,000 ($50/share) as a consulting fee to a related party, its majority shareholder, based upon the most recent third-party cash offering price for common stock, which represents the best indicator of fair value.\n\n \n\n \n\n \n\nThe Company determined the valuation of this transaction as follows:\n\n \n\nQuantity of Preferred Stock Series B issued majority shareholder\n\n \n\n \n50,000\n \n\nConversion ratio of Preferred Stock Series B into common stock\n\n \n\n \n50\n \n\nEquivalent quantity of common shares\n\n \n\n \n2,500,000\n \n\nCash offering price of common shares\n\n \n$1.00\n \n\nValuation of Preferred Stock Series B shares\n\n \n$2,500,000\n \n\n \n\nh)\n\nIn October 2024, the Company issued 20,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $20,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes.\n\n \n\n \n\ni)\n\nIn November 2024, the Company issued 250,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $250,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes.\n\n \n\n \n\nj)\n\nIn December 2024, the Company issued 50,000 shares of common stock. The stock was sold at $1/share for gross proceeds of $50,000. The proceeds from this offering were used for working capital purposes.\n\n \n\nWe relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuances were isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were sophisticated investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management."}