Current Report Filing (8-k)
March 18 2020 - 5:04PM
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 10, 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. [ ]
SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously disclosed, on June 11, 2019, we sold 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred
Shares”) for gross proceeds to us of approximately $200,000. The Preferred Shares were sold along with warrants to purchase
83,333 shares of our common stock (the “Warrants”). The Warrants have an exercise price of $0.30 per share and are
exercisable sixty months from the issuance date. The Warrants provide for cashless exercise in the event we have not registered
the common shares underlying the Warrants. A copy of the Form of Warrant is attached as Exhibit 10.2 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 27, 2019.
On
March 10, 2020, we entered into Exchange Agreements with three Warrant holders to exchange their outstanding Warrants for shares
of our common stock. Each Warrant holder shall receive 184,000 shares of our common stock (the “Exchange Shares”)
valued at $0.25 per share in exchange for the Warrant holder’s surrender of the Warrant. The Exchange Shares will be issued
at closing and each Warrant holder further agreed that it will not sell any of the Exchange Shares for sixty (60) days commencing
on the Closing Date (“Lockup Period”). After the Lockup Period, each Warrant holder agreed that it will not sell more
than 61,333 Exchange Shares, plus any Additional Shares (described below) issued in relation to such Exchange Shares in any calendar
month. Any Exchange Shares not sold may be rolled into subsequent months.
If
the VWAP (the “True Up VWAP”) for our common stock for the 10 trading days (the “True Up Period”) after
any portion of the Exchange Shares are deposited in the Warrant holder’s broker account and are cleared to trade (the “True
Up Shares”), is less than the $0.25, then we shall issue to the Warrant holders additional shares of common stock (the “Additional
Shares”) with an aggregate value (valued at the True Up VWAP) equal to the difference of the True Up Shares multiplied by
$0.25 less the True Up Shares multiplied by the True Up VWAP. All Additional Shares will be issued within three (3) Trading Days
after the end of the True Up Period.
Further
under the Exchange Agreements, we have the right to purchase any of the Exchange Shares still then held by the Warrant holders,
either in full or in part, at any time prior to the 150th day after the date of the Exchange Agreements, at a per share purchase
price of $0.25.
The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of each document. A copy of the Form of Exchange Agreement is attached as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosures set forth in Item 1.01 are incorporated by reference into this Item 3.02.
These
securities were issued pursuant to Section 3(a)(9) of the Securities Act.
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.
/s/
Geoffrey Selzer
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Geoffrey
Selzer
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Chief
Executive Officer
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Date:
March 18, 2020
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