Current Report Filing (8-k)
March 06 2020 - 3:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 3, 2020
Resonate
Blends, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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26565
Agoura Road, Suite 200
Calabasas,
CA
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91302
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 571-888-0009
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares
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KOAN
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OTCQB
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Emerging
growth company [ ]
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. [ ]
On
October 2, 2019, we entered into a Convertible Promissory Note (the “Note”) with Cicero Holding Group, Inc. (“Cicero”)
in the principal amount of $100,000. In addition to the Note, we contracted for an email marketing program with Cicero valued
at $100,000. The Note was convertible into shares of our common stock at a price equal to the lesser of $.035 per share or 82%
of the lowest trading price for the 5 trading days prior to conversion.
On
March 3, 2020, we executed a settlement agreement with Cicero on both the Note and email marketing program. We agreed to pay back
the Note by making payments to Cicero of $10,000 monthly commencing on April 15, 2020 with a balloon payment due on September
15, 2020. Five equal monthly payments of $10,000 each will be made by the 15th of each month starting on April 15,
2020 through August 15, 2020. A final payment of $60,000 will be made on September 15, 2020 to close out the payment of the Note
in its entirety.
To
settle the email marketing program, the Company will issue to Cicero 500,000 shares of restricted common stock upon execution
of this Agreement. Such shares will be issued to Cicero within 5 business days of the date hereof. There will be a twelve (12)
month leak-out period that will start once the shares are eligible to be resold, with no more than 5,000 shares allowed to be
sold on any given trading day. After the issuance of the 500,000 shares, the Contract is paid in full.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Resonate
Blends, Inc.
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/s/
Geoffrey Selzer
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Geoffrey
Selzer
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Chief
Executive Officer
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Date:
March 6, 2020
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