SENTIENT BRANDS HOLDINGS INC

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 23, 2024, the Company sold 480,000 shares of its common stock to an investor for $24,000. The shares were issued on April 2, 2024.

On February 15, 2024, the Company issued 500,000 shares of its common stock to an investor for $25,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 600,000 shares of its common stock to an investor for $30,000. The shares were issued on April 2, 2024.

On March 14, 2024, the Company issued a total of 2,000,000 shares of its common stock to a consultant for services rendered.

On March 28, 2024, the Company entered into a Settlement and Release Agreement with a vendor pursuant to which the vendor agreed to forgive $14,998 (the “Debt Amount”) owed by the Company to the vendor for services rendered to the Company in consideration of an issuance to the vendor of 600,000 shares of common stock of the Company registered on the Form S-8 pursuant to the Plan. The shares were issued on April 9, 2024.

During April 2024, the Company issued 1,000,000 shares of its common stock to the CEO, Dante Jones in lieu of cash payment for services.

On April 10, 2024 the Company issued 1,050,000 shares of its common stock in lieu of cash payment for consulting services.

On January 5, 2023, the Company issued 771,242 restricted shares of its common stock in full settlement of an amount due of $59,000 under an employment agreement to George Furlan, the Company’s Chief Operating Officer.

On January 5, 2023, the Company issued 888,889 restricted shares of its common stock in full settlement of an amount due of $68,000 to an independent contractor.

On January 5, 2023, the Company issued 500,000 restricted shares of its common stock to Dante Jones, the Company’s interim Chief Executive Officer. The Company took a charge of $13,900 for this stock issuance in the first quarter of 2023 which is included in general and administrative expenses.

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. As of the date hereof, the Company is obligated on the above notes issued to the investor. The above notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

The foregoing information is a summary of each of the agreements involved in the transaction 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 Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.