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): August 1, 2023
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: 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. ☐
SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 1, 2023, we issued a Promissory Note to an accredited investor in the principal amount of $265,000. We received $250,000 from the note after applying the original issue discount of $15,000 in the transaction. On August 9, 2023, we issued another Promissory Note to an accredited investor in the principal amount of $55,000. We received $50,000 from the note after applying the original issue discount of $5,000 in the transaction.
The maturity date for repayment of the principal on the above notes is three months from issuance. There is no penalty or premium for prepayments, but if we are in default, the interest rate is 18% per annum.
All principal on the notes is convertible at the investors’ option into our common stock in the next funding round which, if it occurs, is expected to be priced at approximately $.08 per share issued in a preferred stock with a 4% coupon with warrant coverage.
We were required to issue a total of 762,500 shares of our common stock in connection with the notes as commitment shares.
The issuance of the commitment shares and securities that may be issuable upon any conversion of the notes have not been registered under the Securities Act of 1933, as amended, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these issuances, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Act and/or Rule 506 promulgated thereunder, based on our belief that the offer and sale of such securities did not involve a public offering.
The foregoing description of the notes, 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 notes, which are included in this Current Report as Exhibits 4.1 and 4.2 and are incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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: August 23, 2023 | |
