Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2023

SENTIENT BRANDS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

(Former Name of Registrant)

Nevada		001-34861		86-3765910
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

590 Madison Avenue, 21^st Floor

New York, New York 10022

(Address of principal executive offices) (zip code)

646-202-2897

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On August 22, 2023, Sentient Brands Holdings Inc. (the “Company”) issued a press release announcing that it has entered into a Letter of Intent with American Industrial Group, Inc. (“AIG”) in connection with the Company’s potential acquisition of AIG’s portfolio of alcohol and non-alcoholic beverage, confectionery, and baking goods businesses. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description

99.1		Press Release dated August 22, 2023

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: August 22, 2023	By:	/s/ Dante Jones
		Dante Jones
		Interim Chief Executive Officer

EXHIBIT 99.1

Sentient Brands Holdings Inc. Signs Letter of Intent with

Major International Food and Beverage Products Manufacturer

New York, NY, August 22, 2023 (GLOBE NEWSWIRE) — Sentient Brands Holdings Inc. (OTC Markets: SNBH) (“Sentient Brands” and the “Company”) (www.sentientbrands.com), a next-level product and brand development company with a strategic mission to develop and market high value products and services, today announced that it has entered into a Letter of Intent with American Industrial Group, Inc. (“AIG”) in connection with the Company’s potential acquisition of AIG’s portfolio of alcohol and non-alcoholic beverage, confectionery, and baking goods businesses.

As part of its M&A strategy, Sentient Brands has been actively seeking attractive potential acquisition targets with the goal of strengthening the Company’s business model and augmenting its revenue, intellectual property, and global footprint. Sentient Brands is a holding company with the ability to own and operate a portfolio of operating businesses.

AIG is a group of international, vertically integrated food and beverage products manufacturing companies, encompassing eight factories and 170 distributors across 22 countries. AIG markets and sells its products through various U.S. big box stores and maintains USDA Organic and OK Kosher certifications for its product lines.

Dante Jones, the Company’s acting CEO, stated: “We believe that today’s announcement represents a significant opportunity to strategically position the Company within sectors exhibiting exceptional growth potential, consistent with the Company’s M&A strategy to identify high growth businesses. We are enthusiastic about the proposed M&A transaction, which underscores our commitment to delivering long-term value our shareholders.”

The Company’s Chief Operating Officer, George Furlan, stated, “Should this potential M&A transaction with AIG come to fruition, it would establish us as an international enterprise with global reach and distribution capabilities within the food and beverage industries.”

About Sentient Brands Holdings Inc.

Sentient Brands Holdings Inc. (“Sentient Brands” and the “Company”) (www.sentientbrands.com) is a next-level product and brand development company with a strategic mission to develop and market world-class products and services. Guided by the ethos, “We build brands people love,” Sentient Brands is led by accomplished professionals deeply rooted in brand-building expertise. The Company strives to cultivate a high-performance culture, enrich the lives of its consumers, and add value to its shareholders.

For more information on Sentient Brands Holdings Inc.:

www.sentientbrands.com

www.instagram.com/sentientbrandsholdings/?ref=bklyner.com

About American Industrial Group, Inc.:

American Industrial Group, Inc. and its affiliates (collectively, “AIG”) is a group of global, vertically integrated, food and beverage products manufacturers, encompassing eight factories (the oldest of which was established in 1944), U.S. co-packing and manufacturing operations, and 170 distributors spanning 22 countries. AIG epitomizes “quality guaranteed from seed-to-shelf”.

AIG distributes its products through prominent retailers including Albertsons, Target, Walmart, Wegmans, Costco, Safeway, H-E-B, Super Foods, BEVMO, Ralphs, United Supermarkets, Giant Eagle, WinCo Foods, Kroger, Loblaw’s, Woodman’s Markets, Harmons, BUSCH’S, Total Wine & More, Cub Foods, King Scoopers, Save Mart Supermarkets, Cost Plus World Market, Hy-Vee, Piggly Wiggly, Smiths, Dierbergs, Harris Teeter, and Fresh Tyme Market.

AIG’s clients and partners encompass Voss Water, GLOW, Aramark, Archer Farms, AQUAhydrate, Kahlua, XS Energy, Hawaiian Tropic, Green Mountain Energy, PepsiCo, Microsoft, Nestle, Boeing, and Starbucks.

Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created thereby. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are based upon current estimates and assumptions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, those factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its other filings and submissions with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements. This press release includes forward-looking statements concerning the future performance of our business, its operations and its financial performance and condition, and also includes selected operating results presented without the context of accompanying financial results. These forward-looking statements include, among others, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions. These forward-looking statements are based on our current expectations. We caution that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including economic conditions, technological change, regulatory change and competitive factors, many of which are beyond our control. Therefore, future events and results may vary significantly from what we currently foresee. We are under no obligation (and we expressly disclaim any such obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

Sentient Brands Holdings Inc.

646-202-2897

info@sentientbrands.com

Cover	Aug. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2023
Entity File Number	001-34861
Entity Registrant Name	SENTIENT BRANDS HOLDINGS INC.
Entity Central Index Key	0001358633
Entity Tax Identification Number	86-3765910
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	590 Madison Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	202-2897
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false