8-K

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UNITED STATESSECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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FORM8-K

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CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(d) OF

THESECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): March 3, 2020

ResonateBlends, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-21202	58-1588291
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
26565<br> Agoura Road, Suite 200<br><br> <br>Calabasas,<br> CA	91302
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(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[  ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement<br> 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<br> Shares	KOAN	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. [  ]

Item 8.01	Other Events

On October 2, 2019, we entered into a Convertible Promissory Note (the “Note”) with Cicero Holding Group, Inc. (“Cicero”) in the principal amount of $100,000. In addition to the Note, we contracted for an email marketing program with Cicero valued at $100,000. The Note was convertible into shares of our common stock at a price equal to the lesser of $.035 per share or 82% of the lowest trading price for the 5 trading days prior to conversion.

On March 3, 2020, we executed a settlement agreement with Cicero on both the Note and email marketing program. We agreed to pay back the Note by making payments to Cicero of $10,000 monthly commencing on April 15, 2020 with a balloon payment due on September 15, 2020. Five equal monthly payments of $10,000 each will be made by the 15^th^ of each month starting on April 15, 2020 through August 15, 2020. A final payment of $60,000 will be made on September 15, 2020 to close out the payment of the Note in its entirety.

To settle the email marketing program, the Company will issue to Cicero 500,000 shares of restricted common stock upon execution of this Agreement. Such shares will be issued to Cicero within 5 business days of the date hereof. There will be a twelve (12) month leak-out period that will start once the shares are eligible to be resold, with no more than 5,000 shares allowed to be sold on any given trading day. After the issuance of the 500,000 shares, the Contract is paid in full.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
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10.1	Settlement Agreement, dated March 3, 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.
/s/ Geoffrey Selzer
Geoffrey<br> Selzer
Chief<br> Executive Officer
Date:<br> March 6, 2020

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Exhibit10.1

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SETTLEMENTAGREEMENT

THISAMENDING AGREEMENT dated this 3rd day of March 2020

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BETWEEN:

Cicero Holding Group, Inc.

1858 Pleasantville Rd., Suite 110

Briarcliff Manor, NY 10510

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OFTHE FIRST PART

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-AND-

Resonate Blends, Inc.

26565 Agoura Rd., Suite 200

Calabasas, CA 91302

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OFTHE SECOND PART

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Background

A.	Cicero<br> Holdings, Inc. and Resonate Blends, Inc. (the “Parties”) entered into the Convertible Promissory Note (the “Note”)<br> around the timeframe of October 2, 2019. Cicero Holding Group, Inc. provided $100,000 to Textmunication Holdings, Inc., for<br> the purpose of working capital. The attached Note has the details of the investment.
B.	Textmunication<br> Holdings, Inc. (“Textmunication”) had an agreement to use an email marketing program from Cicero Holdings Group<br> Inc. (“Cicero”) valued at $100,000 over a 12-month period (the “Contract”).
C.	Textmunication<br> and Resonate Blends, Inc (“Resonate”) merged on October 25, 2019. After the merger, Resonate was made aware of<br> this outstanding convertible note and email marketing program. Resonate has agreed to settle both the Note and the Contract<br> with the conditions set below.

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INCONSIDERATION OF the Parties agreeing to amend their obligations in the existing Note, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions and agreements below:

Agreements

The<br> Note:
	●	Resonate<br> will begin making $10,000 monthly payments commencing on April 15, 2020 with a balloon payment due on September 15, 2020.<br> Five equal monthly payments of $10,000 each will be made by the 15^th^ of each month starting on April 15, 2020 through<br> August 15, 2020. A final payment of $60,000 will be made on September 15, 2020 to close out the payment of the Note in its<br> entirety.
	●	The<br> current Note remains active. The “Conversion Price” is hereby amended to equal 70% of the closing sale price on<br> the day of default”. If Resonate defaults on any of its monthly installment payments, stock from the original note will<br> be issued at the Conversion Price. Resonate can go back to the monthly payment plan even if it has defaulted on any payment<br> during the plan. Resonate has the option to pay-off the entire balance at any time from the execution of this Agreement through<br> September 15, 2020. Once payments are made for the entire $110,000 of this Note settlement, the Note is retired.
The<br> Contract:
	●	To<br> settle the Contract, Resonate will issue to Cicero 500,000 shares of restricted common stock upon execution of this Agreement.<br> Such shares will be issued to Cicero within 5 business days of the date hereof. There will be a twelve (12) month leak-out<br> period that will start once the shares are eligible to be resold, with no more than 5,000 shares allowed to be sold on any<br> given trading day. After the issuance of the 500,000 shares, the Contract is paid in full.

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MiscellaneousTerms

Capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to them in the Note or the Contract as applicable. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine include the feminine and vice versa. No regard for gender is intended by the language in this Agreement. All other terms and provisions of the Note and Contract remain in full force and effect until payment in full is received by Cicero.

FullMutual Release

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Following the full repayment of the $110,000 Convertible Promissory Note and the issuance of 500,000 Rule 144 shares to Cicero for their Email Marketing Program, a full mutual release is agreed to by the Parties.

GoverningLaw

Subject to the terms of the Amended Agreement, it is the intention of the Parties that this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of New York, without regard to the jurisdiction in which any action or special proceeding may be instituted.

INWITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 3rd day of March 2020.

Cicero<br> Holding Group, Inc.
Per:
Resonate<br> Blends, Inc.
Per:
Geoffrey<br> Selzer – Chief Executive Officer

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