{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-007792","form_type":"8-K","ticker":"KOAN","cik":"0000897078","company_name":"Resonate Blends, Inc.","filed_at":"2024-02-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.219749+00:00","generated_at":"2026-06-05T16:17:54.198941+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Resonate Blends enters share exchange giving EMGE holders 93% of pro forma common stock","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-007792","json":"https://secwatch.observer/filing/0001493152-24-007792.json","markdown":"https://secwatch.observer/filing/0001493152-24-007792.md","text":"https://secwatch.observer/filing/0001493152-24-007792.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/897078/000149315224007792/0001493152-24-007792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/897078/000149315224007792/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T16:17:54.198941+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8142595ff130fdd7bf76dfe0092d458e7e7c40b6","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/897078/000149315224007792/0001493152-24-007792-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Emergent Health Corp."},{"label":"Value","value":"exchange of EMGE Equity Interests for preferred stock convertible into 93% of Company common stock"},{"label":"Effective","value":"2024-02-20"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}