Current Report Filing (8-k)
2022年7月2日 - 5:17AM
Edgar (US Regulatory)
0000897078
false
0000897078
2022-06-27
2022-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 27, 2022
Resonate
Blends, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-21202 |
|
58-1588291 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
26565
Agoura Road, Suite 200
Calabasas,
CA |
|
91302 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 571-888-0009
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
June 27, 2022, we issued a Convertible Promissory Note (the “Note”) to an accredited investor (the “Investor”)
in the principal amount of $138,800. We received $125,000 from the Notes after applying the original issue discount of $10,300
and legal fees of $3,500 in the transaction.
The
maturity date for repayment of the Note is June 27, 2023 and the Note bears interest at 8% per annum. If we prepay the Note, we are required
to pay a 12% prepayment premium if paid within 120 days of issuance of the Note and a 15% prepayment premium if paid within 180 days
of issuance of the Note.
All
principal and accrued interest on the Notes is convertible into shares of our common stock after 180 days from issuance; provided that,
the number of shares attainable by Investor at any given time shall not exceed 4.99% of our outstanding common stock. The conversion
price is 73% (representing a discount rate of 27%) of the average of the 3 lowest trading prices for our common stock during the 10-day
trading period ending on the day before the conversion date.
The
foregoing description of the Note, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full text of the Note, which is included in this Current Report as Exhibit 4.1 and is incorporated
herein by reference.
SECTION
2 - FINANCIAL INFORMATION
Item
2.03 – Creation of a Direct Financial Obligation
The
information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Resonate
Blends |
|
|
|
/s/
Geoffrey Selzer |
|
Geoffrey
Selzer |
|
Chief
Executive Officer |
|
Date:
July 1, 2022 |
|
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