{"url_path":"/sec/snbh/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1358633/0001493152-26-023170-index.html","accession_number":"0001493152-26-023170","cik":"0001358633","ticker":"SNBH","issuer_name":"SENTIENT BRANDS HOLDINGS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1358633/0001493152-26-023170-index.html","primary_entity_key":"0001358633","primary_entity_name":"SENTIENT BRANDS HOLDINGS INC."},"word_count":350,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n \n\nOn\nApril 28, 2025 the Company sold 600,000 shares of its common stock to an investor for $30,000. The shares were issued on January 1, 2026\nand subject to the 1-for-30 reverse split. The total shares issued post reverse was 20,000.\n\n \n\nThe\noffers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in\nreliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions\nby an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for\ninvestment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to\nthe securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated\nperson and had adequate access, through employment, business or other relationships, to information about us.\n\n \n\nThe\nCompany claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the\nissuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under\nthe Securities Act. The investors in these securities are accredited investors as defined in Rule 501 of Regulation D promulgated under\nthe Securities Act. As of the date hereof, the Company is obligated on the above notes issued to the investor. The above notes are a\ndebt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.\n\n \n\nThe\nforegoing information is a summary of each of the agreements involved in the transaction described above, is not complete, and is qualified\nin its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Quarterly Report on Form\n10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.\n\n \n\n18"}