Resonate Blends : Acquisition/Asset Disposal - Form 8-K
March 20, 2024 at 07:50 am EDT
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Item 1.01. Entry into a Material Definitive Agreement.
Conveyance Agreement. 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"). Pursuant to the Conveyance Agreement, the Company assigned its ownership in the Subsidiary to Selzer. In consideration of the Company's assignment of the Subsidiary, Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified the Company for any loss arising from or in connection with any of such liabilities and (c) agreed to pay the Company (i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.
The foregoing descriptions of the Conveyance Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Conveyance Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Amendment. 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.
The foregoing description of the Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
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Resonate Blends, Inc. is a cannabis holding company. The Company, through its subsidiary, Resonate Blends LLC, offers wellness and lifestyle brands, which are built on a system of experiential targets. The Companyâs products include Calm, Wonder, Love, Create, Play, Delight and Sleep. Its products are emulsified, water-soluble, single-dose formulas that can be used privately or shared socially. These products can be taken directly from the bottle or poured into beverages. Its Calm product consists of Cannabidiol (CBD) along with Tetrahydrocannabinol (THC). Its Wonder product consists of THC. Its Create product is formulated with a blend of terpenes and THC. Its Play product helps people to become fully immersed in the moment and the people around them. The Company also operates an intellectual property (IP) subsidiary, namely Entourage Labs LLC.