Current Report Filing (8-k)
July 23 2020 - 4:23PM
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): July 20, 2020
Resonate
Blends, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
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)
|
|
(I.R.S.
Employer
Identification
No.)
|
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
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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 January 21, 2020, we executed a convertible promissory note (the “Geneva Note”) with Geneva
Roth Remark Holdings, Inc. for $113,300 together with any interest at the rate of 10% per annum from the issue date.
On
July 21, 2020, we paid off the Geneva Note in its entirety with proceeds acquired from the below new convertible promissory note
(the Firstfire Note”) we issued to FirstFire Global Opportunities Fund LLC. The amount paid to Geneva was $140,397.01.
On
July 20, 2020, we executed a Securities Purchase Agreement (“SPA”) with Firstfire and issued the Firstfire Note with
a principal amount of $225,000, a $25,000 original issue discount and interest at 8% per annum. The principal balance and accrued
but unpaid interest may be converted to our common stock at $0.10 per share or, upon default, at 75% of the lowest trading
price in the last 20 days in our trading market.
The
SPA and Firstfire Note contain purchase rights, favored nation provisions and piggyback registration rights.
The
foregoing description of the SPA, the Firstfire Note and the transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the SPA and the Firstfire Note, which are included
in this Current Report as Exhibits 10.1 and 4.1, respectively, and are 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:
July 23, 2020
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