8-K/A - KOAN - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K/A

AmendmentNo. 1

CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(d) OF

THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 20, 2020

ResonateBlends, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-21202	58-1588291
(State<br> or other jurisdiction<br><br>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
---	---
(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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common	KOAN	OTCQB

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. [ ]

SECTION2 - FINANCIAL INFORMATION

Item2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities.

On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $337,542, based on our last sales price of $0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi.

The foregoing description of the terms of the SPA does not purport to be complete and is subject to, and is qualified in its entirety by reference to the provisions of the SPA, a copy of which is filed as Exhibits 2.1 to the Current Report on Form 8-K filed with the SEC on May 27, 2020, and is incorporated herein by reference.

SECTION9 – Financial Statements and Exhibits

Item9.01 Financial Statements and Exhibits.

Exhibit No.	Description
2.1	SPA, dated May 22, 2020 (1)
99.1	Unaudited pro forma financial information (2)

(1)	Incorporated<br> by reference to the Form 8-K filed with the SEC on May 27, 2020.
(2)	Incorporated<br> by reference to the Schedule 14C filed with the SEC on June 18, 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<br> Selzer
Chief<br> Executive Officer
Date:<br> July 22, 2020