--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-010614" form_type: "8-K" ticker: "KOAN" cik: "0000897078" company_name: "Resonate Blends, Inc." filed_at: "2024-03-20T23:59:59+00:00" generated_at: "2026-06-04T12:45:14.692812+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Resonate Blends closes share exchange with EMGE, new board and control shift ## Summary - EMGE Preferred shareholders exchanged equity for Series F Convertible Preferred convertible to 93% of common on fully diluted basis. - Control change: Geoffrey Selzer sold 2M Series C Preferred shares to James Morrison for $10, granting Morrison voting control. - Company conveyed subsidiaries Resonate Blends LLC and Entourage Labs LLC to former director Selzer, who assumed all liabilities. - Prior directors resigned; new appointees: James Morrison (Pres., Sec., Dir.), Lance Liberti, Sandy Lipkins, James Zimbler. - Series F Preferred: $1,800 liquidation preference per share, no dividends/voting, convertible after 6 months or upon uplist. ## SEC filing metadata - accession: 0001493152-24-010614 - form_type: 8-K - ticker: KOAN - cik: 0000897078 - company_name: Resonate Blends, Inc. - filed_at: 2024-03-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-010614 - JSON: https://secwatch.observer/filing/0001493152-24-010614.json - Plain text: https://secwatch.observer/filing/0001493152-24-010614.txt ## Key facts - Executive change David Thielen resigned as other at Resonate Blends, Inc.. - Action: resigned source text: Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions with the Company evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change Lance Liberti was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed to the following positions with the Company: Name Age Position(s) Jim Morrison 65 President, Secretary and Director Lance Liberti 37 Director Sandy Lipkins 52 Director James W. Zimbler 63 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change Sandy Lipkins was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed to the following positions with the Company: Name Age Position(s) Jim Morrison 65 President, Secretary and Director Lance Liberti 37 Director Sandy Lipkins 52 Director James W. Zimbler 63 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change Pamela Kerwin resigned as other at Resonate Blends, Inc.. - Action: resigned source text: Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions with the Company evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change Geoffrey Selzer resigned as other at Resonate Blends, Inc.. - Action: resigned source text: Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions with the Company evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change James W. Zimbler was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed to the following positions with the Company: Name Age Position(s) Jim Morrison 65 President, Secretary and Director Lance Liberti 37 Director Sandy Lipkins 52 Director James W. Zimbler 63 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Executive change Jim Morrison was appointed as President, Secretary and Director at Resonate Blends, Inc.. - Action: appointed - Role: President, Secretary and Director source text: the following individuals were appointed to the following positions with the Company: Name Age Position(s) Jim Morrison 65 President, Secretary and Director Lance Liberti 37 Director Sandy Lipkins 52 Director James W. Zimbler 63 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - M&A Transactions Resonate Blends, Inc. completed a disposition involving Geoffrey Selzer for assumption of liabilities, indemnification, and 20% of any sale proceeds within 1 year, 10% within 2 years (closed 2024-03-14). - Action: disposition - Counterparty: Geoffrey Selzer - Consideration: assumption of liabilities, indemnification, and 20% of any sale proceeds within 1 year, 10% within 2 years - Closing: 2024-03-14 source text: nd one of its former directors, Geoffrey Selzer (“ Selzer ”). Pursuant to the Conveyance Agreement, the Company assigned its ownership in the Subsidiary to Selzer. evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - M&A Transactions Resonate Blends, Inc. underwent a change of control involving Emergent Health Corp. and holders of EMGE Equity Interests for exchange of all EMGE Equity Interests for shares of the Company’s Series F Convertible Preferred Stock that shall convert into 93% of common stock on a fully-di (closed 2024-03-14). - Action: change of control - Counterparty: Emergent Health Corp. and holders of EMGE Equity Interests - Consideration: exchange of all EMGE Equity Interests for shares of the Company’s Series F Convertible Preferred Stock that shall convert into 93% of common stock on a fully-di - Closing: 2024-03-14 source text: On March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company’s to-be-designated Series F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “ Series F Preferred Stock ”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Material Agreements Resonate Blends, Inc. amended Amendment with parties to the Exchange Agreement (effective 2024-03-18). - Action: amendment - Counterparty: parties to the Exchange Agreement - Effective: 2024-03-18 source text: On March 18, 2024, the signatories to the Exchange Agreement (defined in Item 2. Completion of Acquisition or Disposition of Assets ) executed and amendment (the " Amendment "), pursuant to which certain prospective parties to the Exchange Agreement were removed as such. evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm - Material Agreements Resonate Blends, Inc. entered into Agreement of Conveyance, Transfer and Assignment of Subsidiary with Geoffrey Selzer (effective 2024-03-14). - Action: entry - Agreement: asset purchase - Counterparty: Geoffrey Selzer - Effective: 2024-03-14 source text: On March 14, 2024, Resonate Blends, Inc., a Nevada corporation (the " Company "), entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary (the " Conveyance Agreement ") with two of its then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC are referred to as the " Subsidiary "), and one of its former directors, Geoffrey Selzer (" Selzer "). evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224010614/0001493152-24-010614-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.