Current Report Filing (8-k)
August 10 2020 - 3:40PM
Edgar (US Regulatory)
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 7, 2020
Resonate
Blends, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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26565
Agoura Road, Suite 200
Calabasas,
CA
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91302
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(Address
of principal executive offices)
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(Zip
Code)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock
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KOAN
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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. [ ]
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.03 Material Modification of Rights of Security Holders
On
August 7, 2020, our Board of Directors created, out of our available shares of preferred stock, par value $0.0001 per share, a
series of preferred stock known as “Series E Preferred Stock” consisting of 10,000 shares. Under the terms of the
Series E Certificate of Designation, the shares shall not accrue nor pay dividends except as declared by the board of directors
in its sole discretion. The Series E Preferred Stock shall rank pari passu with the Series C Preferred Stock and common stock
in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of
the Company. The holders of the outstanding shares of Series E Preferred Stock shall convert half of their holdings in Series
E Preferred Stock pro rata into a total of 10% (ten percent) of the outstanding shares of our common stock upon an annualized
revenue run rate in the Corporation of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period.
The holders of the outstanding shares of Series E Preferred Stock shall further convert the remaining half of their holdings in
Series E Preferred Stock pro rata into a total of 10% (ten percent) of the outstanding shares of our common stock upon the occurrence
of a public market value in our company reaching One Hundred Million US Dollars ($100,000,000). Except as required by law and
as set forth in the Series E Certificate of Designation, the Series E Preferred Stock shall have no voting rights.
The
rights of the holders of Series E Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada
Secretary of State on August 7, 2020, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws
The
disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
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, Inc.
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/s/
Geoffrey Selzer
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Geoffrey Selzer
Chief Executive Officer
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Date:
August 10, 2020
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