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): August 1, 2023

Resonate Blends, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 571-888-0009

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:

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 August 1, 2023, we issued a Promissory Note to an accredited investor in the principal amount of $265,000. We received $250,000 from the note after applying the original issue discount of $15,000 in the transaction. On August 9, 2023, we issued another Promissory Note to an accredited investor in the principal amount of $55,000. We received $50,000 from the note after applying the original issue discount of $5,000 in the transaction.

The maturity date for repayment of the principal on the above notes is three months from issuance. There is no penalty or premium for prepayments, but if we are in default, the interest rate is 18% per annum.

All principal on the notes is convertible at the investors’ option into our common stock in the next funding round which, if it occurs, is expected to be priced at approximately $.08 per share issued in a preferred stock with a 4% coupon with warrant coverage.

We were required to issue a total of 762,500 shares of our common stock in connection with the notes as commitment shares.

The issuance of the commitment shares and securities that may be issuable upon any conversion of the notes have not been registered under the Securities Act of 1933, as amended, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these issuances, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Act and/or Rule 506 promulgated thereunder, based on our belief that the offer and sale of such securities did not involve a public offering.

The foregoing description of the notes, 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 notes, which are included in this Current Report as Exhibits 4.1 and 4.2 and are 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