8-K/A
filed April 16, 2024, 7:59 PM ET
ticker KOAN
CIK 0000897078
M&A
confidence high
sentiment neutral
materiality 0.85
Resonate Blends, Inc. (KOAN): M&A transaction — Resonate Blends closes EMGE share exchange, gains control of EMGE business; transfers subsidiaries to ex-director
Resonate Blends, Inc.
- Closed Exchange Agreement: EMGE preferred shareholders exchanged equity for Series F Preferred Stock convertible into 93% of fully diluted common stock.
- Conveyance Agreement: Company transferred ownership of Resonate Blends, LLC and Entourage Labs, LLC to former director Selzer, who assumed all liabilities.
- All prior directors and officers resigned; four new board members appointed.
- Company's ongoing business is now that of EMGE, a regenerative medicine company with subsidiaries including Evolutionary Biologics, Juventix, and others.
- Series F Preferred Stock carries $1,800 liquidation preference per share, no voting rights, convertible after six months or upon uplisting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Geoffrey Selzer resigned as other at Resonate Blends, Inc..
- Action
- resigned
Exact text from the filing
Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James W. Zimbler was appointed as Director at Resonate Blends, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
James W. Zimbler 63 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Thielen resigned as other at Resonate Blends, Inc..
- Action
- resigned
Exact text from the filing
Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance Liberti was appointed as Director at Resonate Blends, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Lance Liberti 37 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Morrison was appointed as President, Secretary and Director at Resonate Blends, Inc..
- Action
- appointed
- Role
- President, Secretary and Director
Exact text from the filing
Jim Morrison 65 President, Secretary and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pamela Kerwin resigned as other at Resonate Blends, Inc..
- Action
- resigned
Exact text from the filing
Geoffrey Selzer, Pamela Kerwin and David Thielen resigned from all director and officer positions
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandy Lipkins was appointed as Director at Resonate Blends, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Sandy Lipkins 52 Director
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Resonate Blends, Inc. underwent a change of control involving EMGE Preferred Shareholders (closed 2024-03-14).
- Action
- change of control
- Counterparty
- EMGE Preferred Shareholders
- Closing
- 2024-03-14
Exact text from the filing
On March 14, 2024, the parties closed the Exchange Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Resonate Blends, Inc. completed a disposition involving Geoffrey Selzer (closed 2024-03-14).
- Action
- disposition
- Counterparty
- Geoffrey Selzer
- Closing
- 2024-03-14
Exact text from the filing
On March 14, 2024, the parties closed the Exchange Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
Resonate Blends, Inc. amended Amendment (effective 2024-03-18).
- Action
- amendment
- Effective
- 2024-03-18
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Resonate Blends, Inc. entered into Conveyance Agreement with Geoffrey Selzer (effective 2024-03-14).
- Action
- entry
- Counterparty
- Geoffrey Selzer
- Effective
- 2024-03-14
Exact text from the filing
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 ”).
View on SEC.gov
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