Current Report Filing (8-k)
May 27 2020 - 2:22PM
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): May 22, 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 Exchanged on Which Registered
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Common
Stock
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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. [ ]
SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”)
with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi
Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the
Company’s SMS business activities. The Company will retain its cannabis operations based in Calabasas, California.
The
consideration for the sale of Textmuinication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock
(the “Shares”) of the Company. The Shares have a market value of $337,542, based on our last sales price of $0.07
per share as of May 26, 2020. Upon the cancellation of the Shares, the Company agreed to execute a general release in favor of
Mr. Asefi.
Also
on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais
Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the
Company and to further accept the payment of $200,000 from the Company’s future fundraising as consideration of all debts
outstanding under Mr. Asefi’s employment agreement with the Company. Mr. Asefi further agreed to cancel his 4,000,000 shares
of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s
current CEO and Director. Mr. Asefi further released the Company of all claims.
Also
on May 22, 2020, Mr. Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 shares of Series C Preferred
Stock in favor of the sale of Texmiunication to the Asefi Group.
The
foregoing description of the terms of the SPA, the Separation Agreement and the Voting Agreement does not purport to be complete
and is subject to, and is qualified in its entirety by reference to the provisions of the SPA, the Separation Agreement and the
Voting Agreement, copies of which are filed as Exhibits 2.1, 10.2 and 10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
SECTION
2 - FINANCIAL INFORMATION
Item
2.03 – Creation of a Direct Financial Obligation
The
information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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:
May 27, 2020
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