UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 6)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Explanatory Note
This Form 8-K is to report the execution and entry into the Exchange Agreement, filed herewith.
Item 1.01 Entry Into A Material Definitive Agreement
On July 5, 2025, Sentient Brands Holdings Inc. (“SNBH”), through its 51%-owned subsidiary AQUA EMERGENCY, a Nevada corporation (AENV) entered into the Exchange Agreement (the “Exchange Agreement”) with Aqua Emergency, a Florida corporation (“AEFL” or the “Company”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company, pursuant to which AENV will acquire many of those assets and rights of AEFL in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AEFL shareholders and/or their designees (“Shareholders”) in accordance with an Earnout Schedule (as defined below) set forth in the Exchange Agreement (the “Exchange Agreement”).
Aqua Emergency, Inc., the Florida-based Company, is a specialized manufacturer and distributor of long-shelf-life emergency drinking water and meals-ready-to-eat (MREs), designed for disaster relief, defense, and institutional use. The Company is the exclusive license holder of the American Red Cross® brand for emergency water and MREs. Aqua Emergency supplies products to federal, state, and municipal emergency response agencies, non-governmental humanitarian and healthcare organizations, and commercial preparedness distributors. Its product line is engineered for extended shelf-life stability, regulatory compliance, and rapid-deployment packaging.
The consideration structure includes an earnout formula based on annual revenue growth, EBITDA, and/or appraised asset value, calculated on a 70% performance basis and adjusted by SNBH’s 51% ownership interest in the Subsidiary. Acquisition Credits issued under this structure may be converted into shares of SNBH common stock following applicable holding periods and subject to Lock-Up Agreements.
The parties have agreed to indemnify each other for any losses that may be incurred by them as a result of their breach of any of their representations, warranties, and covenants contained in the Exchange Agreement. The Exchange Agreement contains customary representations, warranties, covenants, and conditions for a transaction of this type for the benefit of the parties. Certain parties to the Exchange Agreement (collectively, the “Lockup Parties”) will be subject to the terms of a lock-up leak-out agreement, which will provide the manner in which such Lockup Parties may sell, transfer, or dispose of their shares of common stock during the 21-month period following the Closing.
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
The representations, warranties, and covenants contained in the Exchange Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Exchange Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Exchange Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Exchange Agreement, and not to provide investors with any other factual information regarding the Company, AEFL or either of their businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
Forward-Looking Statements
This Form 8-K/A includes forward-looking statements that involve risks and uncertainties. Forward-looking Statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events conditions or circumstances on which any statement is based.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |
| 10.16 | Share Exchange Agreement dated as of July 5, 2025 by and among Sentient Brands Holdings, Inc., AENV and the owners of AEFL |
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: July 9, 2025 | By: | /s/ George Furlan |
| George Furlan | ||
| Chief Executive Officer | ||