---
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"
generated_at: "2026-06-05T16:17:54.198941+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-007792
- JSON: https://secwatch.observer/filing/0001493152-24-007792.json
- Plain text: https://secwatch.observer/filing/0001493152-24-007792.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224007792/0001493152-24-007792-index.htm

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