KOAN 8-K
Resonate Blends, Inc. (KOAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act: None
Emerging growth company ☐
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Item 8.01. 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Notice of Termination, dated December 7, 2023 | |
| 104 | Cover 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.
Resonate Blends
| /s/ Geoffrey Selzer | |
| Geoffrey Selzer | |
| Chief Executive Officer | |
| Date: December 13, 2023 |
Exhibit 99.1
December 7, 2023
Mr. Geoff Selzer
Chief Executive Officer Resonate Blends, Inc. 26565 Agoura Road
Suite 200
Calabasas, CA 91302
Definitive Agreement Dated June 20, 2023
Termination Notice
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 June 19, 2023, the Parties signed a ‘60-day Note’ with 622 Capital, LLC for a $500,000 (USO) investment into Pegasus. |
| ● | The Executed ‘60-day Note’ triggered signing of the Agreement, dated June 20, 2023, by both Parties, with Resonate’s commitment to secure $3,000,000 (USO) in new investment capital for Pegasus (as stated in the Agreement). |
| ● | Resonate 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 secure the required capital (purpose designated/allocated capital) for Pegasus to fulfill repayment of the ‘60-day Note” 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