Resonate Blends, Inc. (OTCPK:KOAN) signed a non-binding letter of intent to acquire Pegasus Specialty Vehicles, LLC for $3.5 million on April 21, 2023. Resonate Blends, Inc. signed the binding agreement to acquire Pegasus Specialty Vehicles, LLC on June 20, 2023. Under the terms of the transaction, issued and outstanding common shares of Pegasus Specialty Vehicles, will automatically be converted into the right to receive an aggregate of 623,500 shares of Series AA Preferred Stock of Resonate Blends. On June 19, 2023, the Parties signed a ?60-day Note? with 622 Capital, LLC for a $500,000 (USO) investment into Pegasus. The Executed ?60-day Note? triggered signing of the Agreement, dated June 20, 2023, by both Parties, with Resonate?s commitment to secure $3 million (USO) in new investment capital for Pegasus. Completion of the Proposed Merger is subject to the negotiation of a definitive merger agreement and related documentation, approval of the Proposed Merger by Resonate Board of Directors, the completion of due diligence to the satisfaction of both parties, financing, an agreeable plan to spin out the existing cannabis assets and operations by Pegasus, equity holders of Pegasus approving this agreement and the transactions contemplated and satisfaction of other conditions that are to be negotiated as part of the merger agreement. The transaction has been unanimously approved by the Board of Directors of both Resonate and Pegasus. The transaction is expected to close in the third quarter of calendar year 2023. As on July 18, 2023, the $435,000 investment made by Resonate Blends to Pegasus, prior to the expected closing of this transaction, has provided Pegasus with fresh capital to move forward on its ambitious revenue roadmap. Completion of the announced Merger Agreement is subject to the satisfaction of closing conditions that are to be finalized as part of the Agreement. Ross Carmel of Carmel, Milazzo and Feil LLP acted as legal advisor to Pegasus Specialty Vehicles. Scott Doney of The Doney Law Firm acted as legal advisor to Resonate Blends.

Resonate Blends, Inc. (OTCPK:KOAN) cancelled the acquisition of Pegasus Specialty Vehicles, LLC on December 7, 2023. Resonate Blends, Inc. was and continues to be unsuccessful in securing the full amount of $3 million (USO) in new capital, but also has been unable to secure the required capital (purpose designated/allocated capital) for Pegasus Specialty Vehicles to fulfill repayment of the ?60-day Note? with 622 Capital, LLC in the timeframe stipulated in the Note.