Date of Report (Date of earliest event reported): May 14, 2020

Resonate Blends, Inc.
(Exact name of registrant as specified in its charter)


Nevada   000-21202   58-1588291
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


26565 Agoura Road, Suite 200

Calabasas, CA




(Address of principal executive offices)   (Zip Code)


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:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock   KOAN   OTCQB


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. [  ]











Resonate Blends, Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to the coronavirus disease (“COVID-19”).


The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and elsewhere. The spread of COVID-19 has caused a change in the availability of our support services and our independent auditor, located in New Jersey, has been unable to perform the tasks necessary to complete the review of our financial statements for the quarter ended March 31, 2020. A copy of a letter from our auditor concerning this matter is attached to this Current Report on Form 8-K.


Due to these disruptions, management is currently unable to timely file its Quarterly Report for the three months ended March 31, 2020. The Company will file its Quarterly Report by no later than June 29, 2020, which is 45 days after the original due date of its Quarterly Report.


In light of the current COVID-19 pandemic, the Company has included the following Risk Factor in its Annual Report for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on May 14, 2020.


Risk Factors Associated with Covid 19


The extent to which the coronavirus (“COVID-19”) outbreak impacts our business, results of operations and financial condition will depend on future developments, which cannot be predicted.


The COVID-19 pandemic has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.


The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to:


the duration and scope of the pandemic;
governmental, business and individual actions taken in response to the pandemic and the impact of those actions on global economic activity;
the actions taken in response to economic disruption;
the impact of business disruptions;
the increase in business failures that we may utilize as industry partners and the customers we serve;
uncertainty as to the impact or staff availability during and post the pandemic; and
our ability to provide our services, including as a result of our employees or our customers and suppliers working remotely and/or closures of offices and facilities.


Even after the coronavirus outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.





Cautionary Note Regarding Forward-Looking Statements


This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the anticipated impact of the COVID-19 outbreak on travel and physical locations and the anticipated impact of such outbreak on our results of operations. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak, including levels of consumer, business and economic confidence generally, the duration of the COVID-19 outbreak and severity of such outbreak, the pace of recovery following the COVID-19 outbreak, the effect on our supply chain and our ability to implement cost containment and business recovery strategies. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.


SECTION 9 – Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


Exhibit No.   Description
99.1   Letter from Auditor dated May 11, 2020







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  
Geoffrey Selzer  
Chief Executive Officer  
Date: May 14, 2020  



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