--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-014759" form_type: "8-K/A" ticker: "KOAN" cik: "0000897078" company_name: "Resonate Blends, Inc." filed_at: "2024-04-16T23:59:59+00:00" generated_at: "2026-06-03T22:40:44.732505+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Resonate Blends closes EMGE share exchange, gains control of EMGE business; transfers subsidiaries to ex-director ## Summary - 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. ## SEC filing metadata - accession: 0001493152-24-014759 - form_type: 8-K/A - ticker: KOAN - cik: 0000897078 - company_name: Resonate Blends, Inc. - filed_at: 2024-04-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/form8-ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-014759 - JSON: https://secwatch.observer/filing/0001493152-24-014759.json - Plain text: https://secwatch.observer/filing/0001493152-24-014759.txt ## Key facts - 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 evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - Executive change James W. Zimbler was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: James W. Zimbler 63 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - 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 evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - Executive change Lance Liberti was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: Lance Liberti 37 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-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: Jim Morrison 65 President, Secretary and Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-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 evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - Executive change Sandy Lipkins was appointed as Director at Resonate Blends, Inc.. - Action: appointed - Role: Director source text: Sandy Lipkins 52 Director evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - M&A Transactions 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 source text: On March 14, 2024, the parties closed the Exchange Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - M&A Transactions Resonate Blends, Inc. completed a disposition involving Geoffrey Selzer (closed 2024-03-14). - Action: disposition - Counterparty: Geoffrey Selzer - Closing: 2024-03-14 source text: On March 14, 2024, the parties closed the Exchange Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/897078/000149315224014759/0001493152-24-014759-index.htm - Material Agreements Resonate Blends, Inc. amended Amendment (effective 2024-03-18). - Action: amendment - 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/897078/000149315224014759/0001493152-24-014759-index.htm - Material Agreements Resonate Blends, Inc. entered into Conveyance Agreement with Geoffrey Selzer (effective 2024-03-14). - Action: entry - 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/897078/000149315224014759/0001493152-24-014759-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.