SENTIENT BRANDS HOLDINGS INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number:001-34861

(Exact name of registrant as specified in its charter)

30 N Gould St, Ste. 61963, Sheridan, WY 82801

(Address of principal executive offices) (zip code)

Registrant’s telephone number:646-202-2897

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of August 11, 2026, there were 4,462,771 shares of common stock, par value $0.001 per share, issued and outstanding. A reverse recapitalization of the common stock at a ratio of 1-for-30 became effective January 2, 2026, and all share amounts herein are presented on a post-split basis. As described in Note 14, an aggregate of 455,496 of the issued and outstanding shares has been irrevocably surrendered to the Company for cancellation and is pending cancellation by the Company’s transfer agent. These shares are included in the number of shares issued and outstanding as of the date of filing.

FORM 10-Q QUARTERLY REPORT

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