Resonate Blends enters share exchange giving EMGE holders 93% of pro forma common stock

Resonate Blends, Inc.

Preferred shareholders of Emergent Health will exchange equity for new preferred shares convertible into 93% of common stock on a fully diluted basis.
Current Resonate Blends shareholders will own approximately 7% of fully diluted capitalization post-exchange.
Closing expected by March 1, 2024; conditions include sale of two subsidiaries to CEO Geoffrey Selzer and raising $500,000.
Post-closing: new board led by Jim Morrison (Chairman/CEO), redomicile to Delaware, and name change to Apollo Health and Wellness.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Resonate Blends, Inc. entered into Share Exchange Agreement with Emergent Health Corp. valued at exchange of EMGE Equity Interests for preferred stock convertible into 93% of Company common stock (effective 2024-02-20).

Action: entry
Agreement: merger
Counterparty: Emergent Health Corp.
Value: exchange of EMGE Equity Interests for preferred stock convertible into 93% of Company common stock
Effective: 2024-02-20

Exact text from the filing

On February 20, 2024, Resonate Blends, Inc. (the “ Company ”) entered into a Share Exchange Agreement (the “ Exchange Agreement ”) with Emergent Health Corp., a Wyoming corporation (hereinafter referred to as “ EMGE ”), and the holders (the “ EMGE Preferred Shareholders ) of Series Class A Preferred Stock, the Series C Convertible Non-Voting Preferred Stock and the Class F Preferred Stock of EMGE (the “ EMGE Equity Interests ”).

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Source: SEC EDGAR

accession 0001493152-24-007792

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