Current Report Filing (8-k)
March 19 2020 - 10:41AM
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 13, 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 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
March 13, 2020, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with three accredited investors
(the “Investors”), pursuant to which we issued and sold to the Investors three promissory notes, dated March 13, 2020,
each in the principal amount of $141,999.99 for an aggregate principal amount of $425,999.97 (the “Notes”).
We
received $399,999.99 from the Notes after applying the original issue discount to the Notes, $232,270.79 of which was used to
retire an existing convertible promissory note and the balance to our account, after legal costs, amounted to $157,229.20.
The
maturity date for repayment of the Notes is April 20, 2021 and the Notes bear interest at 15% per annum. We are required to repay
the Notes by making nine equal installments of $17,613 to each of the three Investors starting on July 13, 2020 and ending on
March 13, 2021.
As
additional consideration, we agreed to issue to each Investor 250,000 shares of our common stock. We are required to issue additional
shares in the event our common stock trades at less than $0.20 per share in any 10 day trading period. We have a right to repurchase
the total 750,000 shares issued by paying each Investor $50,000 within 170 calendar days. The shares may only be sold under a
leak out provision that restricts sales to no more than 10% of our average daily trading volume for the prior 30 days and no more
than $35,000 in any calendar month.
All
principal and accrued interest on the Notes is convertible into shares of our common stock upon an event of default. The conversion
price amounts to 65% of the lowest one day VWAP for our common stock during the 10 trading days prior to the issue date. The conversion
price is subject to adjustment as provided in the Notes.
Any
prepayment of the Notes is subject to the discretion of the Investors. We are restricted from selling certain assets or entering
into certain transactions as further conditions under the Notes.
The
foregoing description of the Purchase Agreements, the Notes 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 Purchase Agreements and the Notes, which
are included in this Current Report as Exhibits 10.1-10.3 and 4.1-4.3, 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.
Exhibit
No.
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Description
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4.1
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Convertible Promissory Note, dated March 13, 2020
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4.2
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Convertible Promissory Note, dated March 13, 2020
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4.3
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Convertible Promissory Note, dated March 13, 2020
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10.1
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Securities Purchase Agreement, dated March 13, 2020
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10.2
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Securities Purchase Agreement, dated March 13, 2020
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10.3
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Securities Purchase Agreement, dated March 13, 2020
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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:
March 19, 2020
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