Emergent Health Corp (PK) (EMGE) 銘柄情報

Reformation Agreement of the Share Exchange Agreement with Resonate Blends, Inc.

As previously disclosed in a previous Disclosure Report, Resonate Blends, Inc., a Nevada corporation (the
“Resonate”), Resonate entered into entered into a Share Exchange Agreement (the “Exchange Agreement”) with
Emergent Health Corp., a Wyoming corporation (“EMGE”), and the holders (collectively, the “EMGE Preferred
Shareholders”) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock
(collectively, the “EMGE Equity Interests”). 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 Resonate’s Series F Convertible Preferred
Stock that converts into 93% of the common stock of the Company on a fully-diluted basis (the “Resonate
Exchange Shares”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred
Shareholders and are to be issued upon the Resoante’s filing of a Certificate of Designation with the State of
Nevada; (b)Resonate consummated a conveyance agreement; and (c) all persons serving as directors and officers
of the Resonate prior to the consummation of the Exchange Agreement resigned and appointed four new members
of the Resoante’s Board of Directors.
Effective August 8, 2024, Resoante entered into a Reformation of Share Exchange Agreement (the
“Reformation Agreement”) with EMGE and the EMGE Preferred Shareholders. The Reformation Agreement
was entered into after Resonate, EMGE and the EMGE Preferred Shareholders having independently determined
that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were
unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange
Agreement from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

By the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to
become a share-for-asset structure (the “Reformation”). Effecting the Reformation produced the following
actions (the “Reformation Actions”):
(a) First, the issuances of the Resonate Exchange Shares to the EMGE Preferred Shareholders were
rescinded.
(b) Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to
Resonate were rescinded.
(c) Resonate, then, re-issued the Resonate Exchange Shares to EMGE, in consideration of the
following assets of EMGE (the “Acquired Assets”):
-All of the capital stock of Evolutionary Biologics, Inc.;
-All of the capital stock of Apollo Biowellness, Inc.;
- All of the capital stock of Nanosthetic, Inc.; and
- All of the capital stock of Nanogistics, Inc.

As stated in the KOAN 10-Q:
On February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended (the “Exchange Agreement”), with Emergent Health Corp., a Wyoming corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock (the “EMGE Equity Interests”). 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 (the “Exchange Shares”) 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.

Both of these stocks are dead, and the S-1 will simply allow dead EMGE stock to be exchanged for dead KOAN stock, the bulk of it going to the preferred shareholders of EMGE. They’ve done absolutely nothing except talk about moving stock around one way or another, and the market hasn’t fallen for it, zero volume on both of them.
All this crap from the echo chamber is just bagholders trying to convince someone to bail them out of this stock.

And there is the new series F listed in 2024 is the only change...and that is a good thing...that is how we get our KOAN shares I do believe.
As of November 26, 2024, the number of shares outstanding of our Series F Preferred Stock was:
1,000 common shares issued and outstanding.

As you were saying...no change in the share structure and no dilution as first illustrated in the quarterly report:

As of November 26, 2024, the number of shares outstanding of our Common Stock was:
426,951,112 common shares issued and outstanding.
As of November 26, 2024, the number of shares outstanding of our Series A Preferred Stock was:
100 shares issued and outstanding.
As of November 26, 2024, the number of shares outstanding of our Series B Preferred Stock was:
20,500,000 common shares issued and outstanding.
As of November 26, 2024, the number of shares outstanding of our Series C Preferred Stock was:
20.000.000 shares issued and outstanding.
As of November 26, 2024, the number of shares outstanding of our Series F Preferred Stock was:
1,000 common shares issued and outstanding.
compare to 2023
As of December 31, 2023, the number of shares outstanding of our Common Stock was:
426,951,112 common shares issued and outstanding.
As of December 31, 2023, the number of shares outstanding of our Series A Preferred Stock was:
100 shares issued and outstanding.
As of December 31, 2023, the number of shares outstanding of our Series B Preferred Stock was:
20,500,000 common shares issued and outstanding.
As of December 31, 2023, the number of shares outstanding of our Series C Preferred Stock was:
20.000.000 shares issued and outstanding.

Along with KOAN:
10-Q: https://www.otcmarkets.com/filing/html?id=18003168&guid=bYY-knYSq3ECJth

Nice to see they are still filing their quarterly reports as of November 26,2024
Quarterly report: https://www.otcmarkets.com/otcapi/company/financial-report/417722/content

Glad to see you again Mister DD_dempsey...

Thank you, DD. Always great to see your posts. I hope you had a great time celebrating Thanksgiving. Enjoy your day and be well.

Waiting for the S-1 winning ticket to be filed....it is certainly taking some time...but I think we are all still here...even the noid

With $EMGE- key S-1 will provide the next steps

The reality is - mergers and acquisitions take longer to compete that one usually prepares for but the work down in Delaware with respect to $KOAN and $EMGE is quite clear … they have executing a 251G — which clearly sets into motion the merger of two public entities into one - with two different operating arms - resulting in one MAIN entity- company with various - different subsidiaries.

https://law.justia.com/codes/delaware/title-8/chapter-1/subchapter-ix/section-251/

We saw this evidenced already through filings and the next thing they announced was that the S-1 will be filed to clearly identify the role EMGE will play as the revenue producing arm for this triangular merger.

WITH NO DILUTION FOR TWO YEARS- and the share structure the same - ALL THIS HAS DONE HAS RESULTED IN THREE TIMES where one could scoop up shares at the very bottom - (par value) .001 area. AND EACH TIME this moved swiftly to .003-.0045 area.

It is my opinion that this will happen again before the end of 2024. There is a good chance this may also coincide the S-1 that investors have been waiting for - that the company has already explained will be used to clarify the intentions of EMGE and how the capital stock holders of EMGE will be compensated via new stock issue of the surviving sub entity now to be under ticker $EMGE.

The reality is - all this needs is steady buy volume and since the variables and conditions are favorable to a breakout - any bit of good news - corporate directives could easily send this over .01+. That’s the return I’m here for potentially. The 500-1000% organic move off the bottom -

Ignore the noise. Those researching here should review the last few filings and the announcement of the S-1. That’s clear evidence of intention here and with no worry about filings and dilution- the potential reward outweighs the risks at this point IMO.

Let’s see how December goes here. Above into .002’s and breakout can occur again.

Yo... PowerLESSbattles and all the other lemmings that followed him to the abyss, look at this quality blue chip you non stop promoted......

.0008 or EIGHT TEN-THOUSANDS OF A CENT

Yo... P-LESS and all the other lemmings that followed him to the abyss, look at this quality blue chip you non stop promoted......
.0008 or EIGHT TEN-THOUSANDS OF A CENT

Actually up 13%

Yo...PowerLESS battles.......your " triangular merger" partner KOAN is just down a mere 29% today. Why arent you telling the minions like you did all summer to buy this POS. Anyone with half a brain could see you were noting more than a penny stock promoting asshat. Thats certainly been borne out ..LOSER!

I'm curious when PowerLESSbattles is going to admit he was wrong. This co cant pay its debts, has zero rev and every deal they have announced has never come to fruition. PB, what happened to PharmaZu IPO? What happened to the vaunted " triangular merger" ? You bloviated for months about that like it was some unheard of strategy.....which it wasnt. Stock is down some 99%. Co cant raise a nickel....yet your blowing a horn claiming...look no dilution...of course not...no one will invest in the equity in this POS. Question, Morrison is such a big swinging dick along with all these so called " experts" he talks about...how come not a single one of them has invested a significant amount of money? Answer that question if you would....if the co is so great and so cheap...why not just take it private?

Looks like he's holding

Nobody Sell lol except maybe ...
https://x.com/tdemastes1/status/1856067647823110184
Seems no one smarter than me knowing if that Chit matters wont sell..
maybe you need a few live resin hits and watch something Funny ...
I know Canada
has some good..lol
One of the most funny movie scenes

September 30, 2024
After a month-long jury trial, on Friday, September 27, Arnold & Porter achieved a resounding victory for client Cynosure from a unanimous Boston jury in the United States District Court, District of Massachusetts, resulting in an award of over $25 million in compensatory and punitive damages.

Cynosure, a leading provider of aesthetic and medical treatment devices, had filed a lawsuit against industry competitor Reveal Lasers and 28 employees for breaching contracts and duties of loyalty, as well as engaging in tortious interference with contractual relations, trade secret misappropriation, unfair and deceptive trade practices, and conspiracy. The firm achieved victories at several key stages — including obtaining a temporary restraining order within days of the cases being filed and then a preliminary injunction, with the court (Judge Patti Saris) enforcing a number of the noncompetes.

Now there is a rational thesis, let me ask AI about legal matters. Another losing proposition. I'm sure Apollo/ Koan/ EMGE whatever the hell they go by, likely didnt even know about this....but hey......thats par for the course.

Had to ask AI about that, if it would affect the Joint Venture/Partnership with EvoBio. I'm not worried at all lol...
AI answer... The recent lawsuit involving Reveal Lasers and the misappropriation of trade secrets from Cynosure is unlikely to directly affect the joint venture between Apollo Biowellness, Inc. and Reveal Lasers LLC. The partnership is focused on expanding the distribution and collaboration of Evo Bio Products, which are biologic solutions for aesthetic and regenerative health1.
However, it's important to note that legal disputes can sometimes create uncertainties and affect business relationships. Apollo Biowellness, Inc. will likely monitor the situation closely to ensure that their interests are protected.
Ops forgot this part... so why didnt reveal lose there license to practice?
Reveal Lasers LLC hasn't lost its license to practice because the legal issues primarily involved corporate espionage, breach of contract, and misappropriation of trade secrets, rather than violations that would typically result in the revocation of a medical or business license. Regulatory bodies often focus on patient safety and compliance with medical standards when considering license revocations. Since the lawsuit was a (Civil Matter) between two companies, it didn't directly impact Reveal Lasers' operational licenses.

Yo head skirt....try to explain this one away! I can see more litigation forthcoming if Reveal infringes on Cynosure. A court has already spoken

https://usaherald.com/cynosure-wins-25m-verdict-in-poaching-trial/#google_vignette

You just cant make this crap up. I guess the only ppl who will deal with EMGE/ KOAN have sordid pasts. The principals of Reveal were sued for $25mil, and Reveal lost, a case where they took trade secrets from Cynosure. Absolutely comical:

https://usaherald.com/cynosure-wins-25m-verdict-in-poaching-trial/#google_vignette

You just cant make this crap up. I guess the only ppl who will deal with EMGE/ KOAN have sordid pasts. The principals of Reveal were sued for $25mil, and Revel lost, a case where they took trade secrets from Cynosure. Absolutely comical:

https://usaherald.com/cynosure-wins-25m-verdict-in-poaching-trial/#google_vignette

All we need is an update that is.

That’s great news!💪🏻🙏

CEO Jim Morrison shares what sets EvoBio apart: our partnership with an ISO 5 certified lab and the unique advantage of producing our own exosomes.

https://x.com/EvoBiologics/status/1857083766205817152?t=bOZ5Zr6BE2cPI0-7dUBhZg&s=19

By the way...I was amused by your clever reply to Deacon6 post and it is also a reminder why we are all still here.
Hopefully by end of year or Sooner...🙂
At a yet-to-be-determined time in the future, the Company intends to file a Form S-1 Registration Statement with respect to the distribution of the Company Exchange Shares to the holders of capital stock of EMGE. The cost of this action will be borne by the Company.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174937104

Amen to that!...

Glad he is back to full strength and healthy, also thankful for everyone here that is Holding for the Form S-1 Registration even though it is taking longer than expected. Yea even I was not too healthy for a while when off work but I'm a lot better now, and back to work.

I just got a reply from DD_dempsy. He is getting back to full strength. For a while, I was very worried about his health. Thank God he is fully recovered.

Right next to you! 💪🏻🙏👊🏻

Right next to you! 💪🏻🙏👊🏻

I for one...still here.

LMFAO...no one sold.....stock is down 99% !!!!!

You truly are a clown

Low float and no dilution for nearly 2 years and no one bought or sold the stock. That is an amazing, rare chit.

Wow, so low for a pink! Should move quickly when the times comes!

Did you accidentally hit the Bullish button Lol..
Lunch time gota finish this Italian sub.
14th Annual Cosmetic and Medical Dermatology Symposium!
https://www.cosmeticfrontiers.com/

https://x.com/EvoBiologics/status/1856358972539765220?t=Zle2iNhhKS-jeVw5teNaBw&s=19

More BS from the head skirt and his minion lilboyBLUNDER.

Of course

Hopefully by end of year or Sooner...
At a yet-to-be-determined time in the future, the Company intends to file a Form S-1 Registration Statement with respect to the distribution of the Company Exchange Shares to the holders of capital stock of EMGE. The cost of this action will be borne by the Company.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174937104

🧐🫤🤢🤮

You remain a clown. Of course there is no change, this co cannot raise a nickel!!!

Hey PB. Thanks for the update! Waiting patiently is where I am at these day! I can’t wait for some kind of official update that will send us flying. This moves easily on news, so I can’t wait to send it. Have a good one brother! 💪🏻💎👊🏻

The share structure was updated yesterday and remains unchanged. There’s been no dilution in the past 18 months. DTC holds 220 million shares, leaving a very small float for a stock currently trading at $0.0012.

Outstanding Shares
426,951,112
11/06/2024
Restricted
134,427,516
11/06/2024
Unrestricted
292,523,596
11/06/2024
Held at DTC
220,620,568
11/06/20https://www.otcmarkets.com/stock/EMGE/security24

Kinda agree, need to see some price action

No one cares about a partnership where you know nothing about it from the economic side. Bottom line remains this is a co with a severely flawed capital structure , likley in default of debt and close to being delisted IMO. a R/S is most certainly in the offing.

Dr. David J. Goldberg, EvoBio's Key Opinion Leader and a true pioneer in cosmetic dermatology and laser technology. Well, he has at least 115 offices in 8 states. I think it would be a while until they get the products to other countries.. Kinda interesting how he talks about EvoBio’s exosomes and how they work.

https://x.com/EvoBiologics/status/1853456134402670798

I also like, Reveal Lasers, organization currently works with a robust network of distributors, partners, and local experts across 52 countries to research, develop, distribute, and train on its innovative products and treatment methods.
Since 2022 news at least...
https://us.reveallasers.com/news/reveal-lasers-introduces-new-technology-and-marketing-concepts-to-the-north-american-aesthetics-market/

Awesome technology!
https://us.reveallasers.com/