Exhibit 4.1
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.
| Exhibit No. | Description | |
| 4.1 | Convertible Promissory Note, dated June 27, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
Exhibit 4.1