Material Event (Form 8-K)

Item 8.01 Other Events.

Filing of Verified Complaint in the Eighth Judicial District Court, Clark County, Nevada

On October 2, 2026, Sentient Brands Holdings Inc. (the "Company") filed a Verified Complaint (the "Complaint") in the Eighth Judicial District Court, Clark County, Nevada (the "Court"), captioned Sentient Brands Holdings, Inc. v. John Doukas, et al., (the "Nevada Action").

The Complaint names individual and corporate defendants and, solely as a nominal defendant, Empire Stock Transfer, Inc., the Company's transfer agent and registrar. The defendants are (i) an individual who the Complaint alleges exercised substantial practical influence over aspects of the Company's corporate affairs, together with entities that the Complaint alleges were owned or controlled by him or formed part of a network of entities associated with him; (ii) certain former officers of, former consultants to, and former service providers to the Company, and a principal of one such service provider; and (iii) certain other registered holders of shares of the Company's common stock issued or transferred in the challenged transactions. The Complaint alleges no wrongdoing by, and seeks no damages from, the transfer agent, which is joined because it maintains the Company's stock ledger and may be required to implement any order of the Court concerning specifically identified stock-ledger entries. The Complaint states that the Company does not allege wrongdoing by a registered holder merely because that holder received or presently holds challenged securities.

The filing of the Complaint was authorized by the Company's Board of Directors (the "Board") on September 27, 2026. The Nevada Action is the next step in the Company's "Compliance and Restitution" initiative, which the Company described in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 23, 2026, July 10, 2026 and August 14, 2026 (the "Prior Reports"). As reported in the Prior Reports, the Company has entered into certain confidential pre-filing settlement, cooperation and voluntary share-surrender agreements in furtherance of that initiative.

The Complaint seeks declaratory and equitable relief, recovery of corporate property and other legally available relief arising from certain historical corporate obligations, payments, approvals and issuances of the Company's common stock, principally during the period from 2020 through 2025, including the conversion and redistribution of claimed indebtedness, compensation settlements, and compensation, issuance and legend-removal matters involving particular defendants. The Complaint alleges that the individual defendant referred to in clause (i) above directed, caused, participated in, or materially influenced certain of the challenged obligations, payments, corporate approvals and equity transactions, and alleges, as to particular transactions and to the extent the Complaint states is supported by transaction-specific evidence, that corporate approval was obtained through materially false or incomplete presentations concerning claimed obligations, consideration, services, conflicts, relationships or corporate authority. The Complaint separately challenges corporate action that it alleges lacked required authorization, regardless of whether actual fraud is ultimately established.

The Complaint asserts six claims for relief: (i) declaratory relief under Chapter 30 of the Nevada Revised Statutes concerning the authorization, validity, registration and continued recognition of specifically identified shares; (ii) equitable rescission, cancellation and stock-ledger restoration; (iii) fraud and intentional misrepresentation, asserted only against those defendants as to whom the Complaint makes transaction-specific allegations; (iv) unjust enrichment and restitution, pleaded in the alternative; (v) temporary, preliminary and permanent injunctive relief; and (vi) alternative equitable remedies, including tracing, the imposition of a constructive trust and an accounting. Among other relief, the Complaint asks the Court to (a) declare whether each challenged issuance was validly authorized and whether the resulting shares are valid and outstanding or are invalid, voidable, rescindable or cancellable; (b) temporarily restrain, as to each specifically identified position for which the Company establishes the applicable requirements, the sale, transfer, pledge, deposit, re-registration, legend removal or electronic movement of that position pending further order, and direct the transfer agent to preserve the corresponding stock-ledger entries; (c) following notice and a hearing, enter preliminary injunctive relief as to positions for which the Company separately establishes entitlement; (d) upon final adjudication, rescind or cancel each challenged issuance for which the Company proves entitlement, with such restoration, credit or offset for consideration actually received as Nevada law requires; (e) award restitution, tracing, constructive-trust and accounting relief where established; (f) award damages to the extent the Company proves entitlement under a pleaded claim, without duplicative recovery; and (g) award costs and attorneys' fees where authorized. The preservation relief requested is directed to specifically identified stock-ledger entries.