Item
8.01 OTHER EVENTS
On
August 20, 2020, Resonate Blends, Inc. (the “Company”) announced a proposed private offering of
$2,000,000 worth of units where each unit consists of (i) an 8.0% Convertible Promissory Note (“Note”) in the
principal amount of $25,000 convertible into Common Stock. The Note also contains
a five-year Warrant for 12,500 shares priced at a 20% premium to the Note conversion price.
The Note will automatically
convert into shares of Common Stock as follows:
● In the event that
the Company completes a Qualified Financing (as defined in the Note) after the issuance date and prior to the Maturity Date, each
Note and the principal and accrued interest thereunder will be automatically converted into a number of shares of Common Stock
as is determined by dividing the indebtedness by the lesser of (1) $1.00 and (2) 75% of the weighted average sale price of the
Common Stock across all transactions constituting a part of the
Qualified Financing.
● In the event that
the Company does not complete a Qualified Financing prior to the Maturity Date, each Note and the indebtedness thereunder will
automatically be converted into a number of shares of Common Stock as is determined by dividing the indebtedness by the lesser
of (i) $1.00 and (ii) 75% of the daily volume weighted average closing price of the Common Stock during the 10 trading day period
immediately prior to the Maturity Date.
The
net proceeds from the proposed private offering are expected to be used by the Company primarily for the launch of its initial
product line, debt retirement and general corporate purposes.
The
above securities will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption
from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This
Current Report on Form 8-K is not an offer to sell, nor a solicitation of an offer to buy, any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state or jurisdiction. Any offers of the securities will be made
only by means of a private offering memorandum.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995, as amended, and other legal authority. Forward-looking statements can be identified by words such as “proposed,”
“will,” “enables,” “expects,” “allows,” “continues,”
“believes,” “anticipates,” “estimates” or similar expressions. These
include statements regarding the proposed private offering of the units, the contemplated size of the proposed offering of the
units, possible completion of the proposed offering of the units, the prospective impact of the proposed offering of the units.
Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current
beliefs, expectations and assumptions regarding the future of our business, anticipated events and trends, the economy and other
future conditions. As such, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict and in many cases outside our control. Therefore, you should not rely on any of these forward-looking statements. Our
expected results may not be achieved, and actual results may differ materially from our expectations. There can be no assurance
that the proposed offering of the units will be completed as currently contemplated or at all. Factors that could cause or contribute
to actual results differing from our forward-looking statements include risks relating to: changes in the financial markets, including
changes in credit markets, interest rates, securitization markets generally and our proposed private offering in particular, that
can impact the willingness of investors to buy the units and the prices and interest rates that investors may require; adverse
developments regarding the Company, its business or the online or broader marketplace lending industry generally, which could
impact demand for or pricing of the units; and other risks, including those described in our Annual Report on Form 10-K for the
year ended December 31, 2019 and in other documents that we file with the Securities and Exchange Commission from time to time,
which are or will be available on the Commission’s website at www.sec.gov. Except as required by law, we undertake
no duty to update the information in this report.