Sentient Brands acquires remaining 49% of Wyoming Bears, now 100% owner; appoints new CFO and President/COO

SENTIENT BRANDS HOLDINGS INC.

Acquired remaining 49% equity interest in Wyoming Bears, Inc. effective Jan 1, 2026, now 100% owner.
Consideration in Acquisition Credits on same terms as original Sep 30, 2025 agreement; minority rights terminated.
Jeanene Morgan appointed Financial Controller & CFO; Serge Knazev appointed President & COO (no salary, per-project comp) effective Jan 1, 2026.
Related party disclosures: Knazev holds 58,456 shares; GA3 Consortium holds $715,789 notes acquired from Leonite Capital.
Non-interest-bearing loans from Knazev funded auditor, transfer agent, EDGAR, and accounting system costs.

item 1.01 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SENTIENT BRANDS HOLDINGS INC. amended Share Exchange Agreement with Wyoming Bears, Inc. (effective 2026-02-20).

Action: amendment
Agreement: equity purchase
Counterparty: Wyoming Bears, Inc.
Effective: 2026-02-20

Exact text from the filing

On February 20, 2026, the Board of Directors of Sentient Brands Holdings Inc. (the “Company”) approved Addendum No. 1 (the “Addendum”) to the Share Exchange Agreement dated September 30, 2025, by and among the Company, Wyoming Bears, Inc., a Nevada corporation (“WYB”), and the minority shareholders of WYB.

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Source: SEC EDGAR

accession 0001493152-26-007849

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