Reformation Agreement of the Share Exchange Agreement with Resonate Blends, Inc.
As previously disclosed in a previous Disclosure Report, Resonate Blends, Inc., a Nevada corporation (the
“Resonate”), Resonate entered into entered into a Share Exchange Agreement (the “Exchange Agreement”) with
Emergent Health Corp., a Wyoming corporation (“EMGE”), and the holders (collectively, the “EMGE Preferred
Shareholders”) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock
(collectively, the “EMGE Equity Interests”). On March 14, 2024, the parties closed the Exchange Agreement.
At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders exchanged all of their
respective EMGE Equity Interests for an equal number of shares of Resonate’s Series F Convertible Preferred
Stock that converts into 93% of the common stock of the Company on a fully-diluted basis (the “Resonate
Exchange Shares”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred
Shareholders and are to be issued upon the Resoante’s filing of a Certificate of Designation with the State of
Nevada; (b)Resonate consummated a conveyance agreement; and (c) all persons serving as directors and officers
of the Resonate prior to the consummation of the Exchange Agreement resigned and appointed four new members
of the Resoante’s Board of Directors.
Effective August 8, 2024, Resoante entered into a Reformation of Share Exchange Agreement (the
“Reformation Agreement”) with EMGE and the EMGE Preferred Shareholders. The Reformation Agreement
was entered into after Resonate, EMGE and the EMGE Preferred Shareholders having independently determined
that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were
unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange
Agreement from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.
By the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to
become a share-for-asset structure (the “Reformation”). Effecting the Reformation produced the following
actions (the “Reformation Actions”):
(a) First, the issuances of the Resonate Exchange Shares to the EMGE Preferred Shareholders were
rescinded.
(b) Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to
Resonate were rescinded.
(c) Resonate, then, re-issued the Resonate Exchange Shares to EMGE, in consideration of the
following assets of EMGE (the “Acquired Assets”):
-All of the capital stock of Evolutionary Biologics, Inc.;
-All of the capital stock of Apollo Biowellness, Inc.;
- All of the capital stock of Nanosthetic, Inc.; and
- All of the capital stock of Nanogistics, Inc.
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