KOAN 8-K
Resonate Blends, Inc. (KOAN)
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): September 18, 2020
Resonate Blends, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-21202 | 58-1588291 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
26565 Agoura Road, Suite 200 Calabasas, CA |
91302 | |
| (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 Shares | KOAN | OTCQB Market |
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 September 16, 2020, we entered into an addendum (the “Addendum”) to the Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”) and convertible promissory note dated July 20, 2020 with a principal amount of $225,000, a $25,000 original issue discount and interest at 8% per annum (the “Firstfire Note”).
Pursuant to the Addendum, the Firstfire Note has been amended to provide as follows:
| ● | We will make a $138,000 payment no later than September 21, 2020 to FirstFire that will take care of the first three (3) amortized payments due on December 20, 2020 – January 20, 2021 and February 20, 2021. This payment was made. | |
| ● | $105,000 will be remaining on the principal and interest after the $138,000 payment. | |
| ● | Two (2) additional payments of $52,500, which equals the remaining $105,000 due, will now be due on March 20, 2021 and April 20, 2021 to close out this Note in its entirety. | |
| ● | We have the right to make the final two (2) payments of $52,500 each at any time up to the due date of March 20, 2021 and April 20, 2021. | |
| ● | FirstFire can convert any amount due, but unpaid, into common shares at the applicable conversion price, and under the terms as set forth in the Note. For example, the earliest FirstFire could convert on the $52,500 due on March 20, 2021 is on that date. The earliest FirstFire could convert on the last payment of $52,500 is on April 20, 2021. | |
| ● | In exchange for pushing out the last two payment beyond the original prepayment schedule of 180 days, We agreed to issue FirstFire an additional 45,000 shares. | |
| ● | The remaining provisions of the Note remain unchanged. |
The foregoing description of the Addendum 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 Addendum, which is included in this Current Report as Exhibits 10.1, and is incorporated herein by reference.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On September 21, 2020, we issued 2,400,000 shares of common stock to an accredited investor for total proceeds of $240,000.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
As previously disclosed, on July 18, 2020, we executed a convertible promissory note (the “Geneva Note”) with Geneva Roth Remark Holdings, Inc. for $85,500 together with any interest at the rate of 10% per annum from the issue date. We also issued the Firstfire Note with a principal amount of $225,000 and 8% annualized interest on July 20, 2020.
On September 18, 2020, we paid off the Geneva Note in its entirety and paid down the FirstFire Note with proceeds acquired from the above equity investment in the company.
SECTION 8 – Other Events
Item 8.01 Other Events
On September 21, 2020, we issued a press release concerning the payoff of the Geneva Note and the pay down of the Firstfire Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Addendum dated September 16, 2020 | |
| 99.1 | Press Release dated September 21, 2020 |
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 | |
| Geoffrey Selzer | |
| Chief Executive Officer | |
| Date: September 21, 2020 |
Exhibit 10.1
September 16, 2020
This letter is an addendum to the Purchase Agreement (“SPA”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”) issued on July 20, 2020 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.
Current Payment Schedule:
| December 20, 2020 | $ | 48,600 | ||
| January 21, 2021 | $ | 48,600 | ||
| February 20, 2021 | $ | 48,600 | ||
| March 20, 2021 | $ | 48,600 | ||
| April 20, 2021 | $ | 48,600 | ||
| Total due: | $ | 243,000 |
Addendum #1:
It is hereby agreed that the repayment terms for the above-mentioned Note have been amended to state the following:
| ● | Resonate Blends, Inc. (“RBI”) will make a $138,000 payment no later than September 18, 2020 to FirstFire that will take care of the first three (3) amortized payments due on December 20, 2020 – January 20, 2021 and February 20, 2021. | |
| ● | $105,000 will be remaining on the principal and interest after the $138,000 payment. | |
| ● | Two (2) additional payments of $52,500, which equals the remaining $105,000 due, will now be due on March 20, 2021 and April 20, 2021 to close out this Note in its entirety. | |
| ● | RBI has the right to make the final two (2) payments of $52,500 each at any time up to the due date of March 20, 2021 and April 20, 2021. | |
| ● | FirstFire can convert any amount due, but unpaid, into common shares at the applicable conversion price, and under the terms as set forth in the Note. For example, the earliest FirstFire could convert on the $52,500 due on March 20, 2021 is on that date. The earliest FirstFire could convert on the last payment of $52,500 is on April 20, 2021. | |
| ● | In exchange for pushing out the last two payment beyond the original prepayment schedule of 180 days, RBI will issue FirstFire an additional 45,000 shares. | |
| ● | The remaining provisions of the Note remain unchanged. |
| Resonate Blends, Inc. | FirstFire Global Opportunities Fund, LLC | |
| By: | FirstFire Capital Management, LLC, its Manager | |
 |
 | |
| David Thielen | Eli Fireman | |
| Chief Investment Officer | Manager | |
Exhibit 99.1
Resonate Blends Restructures its Balance Sheet Through Equity Investment
Company decreases debt via new equity injection and positions itself for launch phase
CALABASAS, Calif.—September 21, 2020 – Resonate Blends, Inc. (OTCQB: KOAN) (“Company”), a cannabis holding company centered on valued-added holistic wellness and lifestyle brands, announces today that it has exercised its option to retire a convertible promissory note (“Note”) with Geneva Roth Remark (“Geneva Roth”) and paydown on another Note with FirstFire Global Opportunities Fund, LLC (“FirstFire”) through a new equity investment made by a private shareholder.
The Company originally executed a Note with Geneva Roth for $85,800 on June 18, 2020. On September 18, 2020, the Company made the full principal, interest and prepayment fee to Geneva Roth and retired the Note in its entirety.
On July 20, 2020, the Company executed a Securities Purchase Agreement (“SPA”) with FirstFire for a principal amount of $225,000 and 8% annualized interest. The SPA specifies making five equal monthly payments starting on December 20, 2020 and ending on April 20, 2021 to retire the Note in full. The recent payment to FirstFire addressed the first three payments of the payment plan with the final two payments still due on March 20, 2021 and April 20, 2021.
“We continue the process of restructuring our balance sheet by utilizing our equity to retire and paydown convertible debt. By demonstrating our commitment to strengthening our balance sheet, we believe that we are driving value for our shareholders as we enter the launch phase of our Company,” said Geoffrey Selzer, Chief Executive Officer of Resonate Blends, Inc.
The securities mentioned will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Resonate Blends, Inc.
Based in Calabasas, California, Resonate Blends, Inc. is a cannabis holding company centered on valued-added holistic wellness and lifestyle brands. The Company’s strategy is to ignite future growth by building a purpose-driven portfolio of research organizations, innovative and emerging brands, and retail channels. The management team has trained with some the best, most successful consumer brands in the world, such as Disney and Pixar Animation Studios. The holding Company’s focus is finding mutual value between product and consumer by optimizing quality, supply chain resources, and financial performance. The Company will offer a family of premium cannabis-based products of consistent quality based on unique formations calibrated to Resonate Blends effects system, the industry gold standard in user experience.
For more information please visit www.resonateblends.com
Forward-Looking Statements
This document contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.
Contact:
David Thielen
Chief Investment Officer
Resonate Blends
(571) 888-0009
www.resonateblends.com