8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

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FORM

8-K

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CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): December 7, 2023

ResonateBlends, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-21202	58-1588291
(State<br> or other jurisdiction of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification 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: None

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. ☐

Item8.01. Other Events.

As previously disclosed, on June 20, 2023, Resonate Blends, Inc. (referred to as “Parent” herein) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pegasus Specialty Vehicles, LLC, an Ohio limited liability company (the “Company”), and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that at the closing, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

On December 7, 2032, the Company issued a notice of termination to Parent (the “Notice of Termination”) notifying Parent that the Company terminated the Merger Agreement.

While Parent disagrees with the substantive allegations presented in the Notice of Termination and cause for unilateral termination, Parent and the Company are in active negotiations to try and reach an amicable resolution.

A copy of the Notice of Termination is filed as Exhibit 99.1 and is incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.

(d)	Exhibits
Exhibit No.	Description
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99.1	Notice of Termination, dated December 7, 2023
104	Cover<br> Page Interactive Data (embedded within the Inline XBRL document).

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.

ResonateBlends

/s/ Geoffrey Selzer
Geoffrey<br> Selzer
Chief<br> Executive Officer
Date:<br> December 13, 2023

Exhibit99.1

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December 7, 2023

Mr. Geoff Selzer

Chief Executive Officer Resonate Blends, Inc. 26565 Agoura Road

Suite 200

Calabasas, CA 91302

DefinitiveAgreement Dated June 20, 2023

TerminationNotice

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Dear Mr. Selzer:

We regret to inform you that Pegasus Specialty Vehicles, LLC (“Pegasus”) is submitting this Termination Notice to Resonate Blends, Inc. (“Resonate”) to immediately terminate the Definitive Agreement (the “Agreement”) signed between both parties on June 20, 2023. Each of the foregoing parties shall be referred to herein as “Party” and collectively as the “Parties.”

The reason for the termination of the Agreement dated on June 20, 2023, is as follows:

●	On<br> June 19, 2023, the Parties signed a ‘60-day Note’ with 622 Capital, LLC for a $500,000 (USO) investment into Pegasus.
●	The<br> Executed ‘60-day Note’ triggered signing of the Agreement, dated June 20, 2023, by both Parties, with Resonate’s<br> commitment to secure $3,000,000 (USO) in new investment capital for Pegasus (as stated in the Agreement).
●	Resonate<br> was and continues to be unsuccessful in securing the full amount of $3,000,000 (USO) in new capital, but also has been unable to<br> secure the required capital (purpose designated/allocated capital) for Pegasus to fulfill repayment of the ‘60-day Note”<br> with 622 Capital, LLC in the timeframe stipulated in the Note.

Therefore, we are terminating the Agreement, effective immediately. Please reference the 8-K issued by Resonate on June 23, 2023. lnline XBRL Viewer

Best Regards

Pegasus Specialty Vehicles, LLC

PEGASUS SPECIALTY VEHICLES     211 West Geneva St.      Dunkirk, OH 45836

(419)775-4575 www.ndepegasus.net