---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-022218"
form_type: "8-K"
ticker: "KOAN"
cik: "0000897078"
company_name: "Resonate Blends, Inc."
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T18:42:36.048007+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Resonate Blends signs merger to acquire Pegasus Specialty Vehicles; issues $575K bridge note

## Summary
- Merger consideration: 623,500 shares of Series AA Preferred Stock to Pegasus members.
- Parent must raise $3M net at closing; $500K pre-closing secured loan to Company.
- Bridge note: $575K principal (15% OID), net $500K, matures Sep 20, 2023; 1,318K commitment shares.
- Conditions include spin-out of cannabis assets (KOAN) and retirement of Series E Preferred.
- Closing expected Q3 2023 subject to financing and other conditions.

## SEC filing metadata
- accession: 0001493152-23-022218
- form_type: 8-K
- ticker: KOAN
- cik: 0000897078
- company_name: Resonate Blends, Inc.
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03
- EDGAR index: https://www.sec.gov/Archives/edgar/data/897078/000149315223022218/0001493152-23-022218-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/897078/000149315223022218/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-022218
- JSON: https://secwatch.observer/filing/0001493152-23-022218.json
- Plain text: https://secwatch.observer/filing/0001493152-23-022218.txt

## Key facts
- Debt Financings
  Resonate Blends, Inc. incurred senior notes of $575,000 with an accredited investor at 15% per annum maturing September 20, 2023.
  - Instrument: senior notes
  - Principal: $575,000
  - Counterparty: an accredited investor
  - Rate: 15% per annum
  - Maturity: September 20, 2023
  - Event: incurrence
  source text: On June 20, 2023, Parent signed a Securities Purchase Agreement (the “ Purchase Agreement ”) with an accredited investor (the “Investor”), pursuant to which Parent issued and sold to the Investor a 15% OID Senior Promissory Note (non-convertible), dated June 20, 2023, in the principal amount of $575,000 (the “ Parent Note ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315223022218/0001493152-23-022218-index.htm
- Material Agreements
  Resonate Blends, Inc. entered into Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC (effective 2023-06-20).
  - Action: entry
  - Agreement: merger
  - Counterparty: Pegasus Specialty Vehicles, LLC
  - Effective: 2023-06-20
  source text: AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2023 (this “ Agreement”), is by and among Pegasus Specialty Vehicles, LLC
  evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315223022218/0001493152-23-022218-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.