Sentient Brands Holdings Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:00

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Knazev Sergei
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2026
3. Issuer Name and Ticker or Trading Symbol
SENTIENT BRANDS HOLDINGS INC. [SNBH]
(Last) (First) (Middle)
C/O CHRIS DIETERICH, ESQ., 815 MORAGA DRIVE, SUITE 207
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LOS ANGELES,, CA 90049
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.001 par value 58,456 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knazev Sergei
C/O CHRIS DIETERICH, ESQ.
815 MORAGA DRIVE, SUITE 207
LOS ANGELES,, CA 90049
President and COO

Signatures

/s/ Sergei Knazev 05/22/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Remarks:
This Form 3 reports the reporting person's initial beneficial ownership upon his appointment as President and Chief Operating Officer of the Issuer pursuant to the Board Resolution of Sentient Brands Holdings, Inc. adopted February 20, 2026 (the "BOD Resolution"). Although the BOD Resolution recites a contractual effective date of January 1, 2026 for compensation and service purposes, the date of event requiring statement under Section 16(a) is reported as February 20, 2026--the date the Board adopted the resolution. Effective May 1, 2026, the reporting person was additionally designated the Issuer's acting "principal executive officer" for purposes of Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, pursuant to the Action by Unanimous Written Consent of the Board dated May 1, 2026.

The 58,456 shares of Common Stock reported in Table I are held directly in a brokerage account in the reporting person's name. All such shares were acquired in open-market purchases between May 29, 2025 and February 5, 2026, prior to the reporting person becoming a Section 16(a) reporting person on February 20, 2026. Accordingly, no transactions are reportable on Form 4 or Form 5 with this initial statement.

Possible indirect beneficial ownership of derivative securities through GA3 Consortium, LLC (which holds two SNBH convertible notes with aggregate principal of approximately $715,000 acquired from Leonite Capital) is under review. The reporting person serves as Managing Partner of American Industrial Group, Inc., the investor and non-managing Limited Member of GA3. If, after consultation with counsel, he is determined to beneficially own such derivative securities for Section 16 purposes, Table II will be completed in an amended Form 3 and the underlying conversion/warrant terms disclosed.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sentient Brands Holdings Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 20:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]