Resonate Blends Inc (KOAN)

[pinkslipjunkie]

Yes indeed the SEC rules will apply...no choice!

Furthermore, this is something that nobody here knows or even considers exists. If people understood SEC rules and regulations and could read financial statements thoroughly, I wouldn't need to point this out. There is the '80% rule' for reverse triangular mergers. The '80% rule' refers to a provision under U.S. tax law (specifically Section 368(a)(2)(E) of the Internal Revenue Code) that outlines a requirement for a transaction to qualify as a tax-free reorganization, specifically in the context of a reverse triangular merger. I won't delve into details, but here's one requirement they must fulfill: After the merger, shareholders of the target company—in our case, EMGE—must receive stock of the acquiring corporation, KOAN, equal to at least 80% of the total value of the target company's (T's) stock that they owned before the merger.

[pinkslipjunkie]

That is certainly how I see it...why invest in the empty shell while all the news of EMGE is plastered on the Apollo website...I don't see news of KOAN...and the fact that it says it right on the Apollo website ( https://apollobiowellness.com ) that EMGE is the former company of the new Appollo tells me that EMGE has all the valuable assets in this Tri-merger.

Soon, KOAN will be renamed Apollo and will have a new Cusip number and symbol. The stock at play here is EMGE, and Morrison is focusing on EMGE. The merger structure revolves around EMGE because it is the entity with current business operations and revenue. For more info, visit Apollo's front page and then check out the news page. As Gatorca mentioned, the Apollo website currently displays news exclusively from EMGE.
https://apollobiowellness.com/in-the-news//quote]

[powerbattles]

Soon, KOAN will be renamed Apollo and will have a new Cusip number and symbol. The stock at play here is EMGE, and Morrison is focusing on EMGE. The merger structure revolves around EMGE because it is the entity with current business operations and revenue. For more info, visit Apollo's front page and then check out the news page. As Gatorca mentioned, the Apollo website currently displays news exclusively from EMGE.
https://apollobiowellness.com/in-the-news/

If we achieve a 1-1 share exchange, the value of EMGE would instantly increase 20-fold. This is something that Ihub users are clueless about; they have no idea regarding the differences between reverse triangular mergers and forward triangular mergers. Idiot basherTrade59's bashing of EMGE's common shares will be wiped out, which is hilariously stupid nonsense. If he has any brain cells left, he could simply Google or ask an AI these questions before spewing nonsense here:

1 - What happens to the stock in a reverse triangular merger?
2 - How does a reverse triangular merger affect shareholders?

Furthermore, this is something that nobody here knows or even considers exists. If people understood SEC rules and regulations and could read financial statements thoroughly, I wouldn't need to point this out. There is the '80% rule' for reverse triangular mergers. The '80% rule' refers to a provision under U.S. tax law (specifically Section 368(a)(2)(E) of the Internal Revenue Code) that outlines a requirement for a transaction to qualify as a tax-free reorganization, specifically in the context of a reverse triangular merger. I won't delve into details, but here's one requirement they must fulfill: After the merger, shareholders of the target company—in our case, EMGE—must receive stock of the acquiring corporation, KOAN, equal to at least 80% of the total value of the target company's (T's) stock that they owned before the merger.

So, what is the EMGE value worth to KOAN? Despite KOAN trading higher than EMGE, it is nothing but an empty shell. In contrast, EMGE boasts multiple businesses, assets, and revenues in the multi-million-dollar range. Therefore, an exchange ratio of 1-1 is justified as a fair deal. Additionally, given that insiders at EMGE hold more than one-third of the outstanding shares, they are also seeking a higher per-share price. IMHO:)))

[pinkslipjunkie]

Now boywonder you have to give the guy more credit than that...I know he is opposing EMGE but I do believe he is a firm believer in KOAN and has interest as in owning shares...his pass posting has indicated that he also has/had interest in other stocks as well with good things to say....Trader59...all that guy does is bash bash bash everything and trades nothing!...as for EMGE vs KOAN....just be glad we are the ones in the right stock...

You and Trader 59 are pathetic.

[madeindet]

Filed 7/17 Form DEF 14C - Other definitive information statements

[boywonder1]

Keep dreaming!!!!!!! Get your head on straight....You and Trader 59 are pathetic.EMG$$$$$_$$$$$$.

[madeindet]

$32.5 million valuation is a 30-40 cent stock price

“investment of up to $5,000,000 into the Company based on a $32,000,000 pre-money valuation into a preferred equity.”

[pinkslipjunkie]

Cool!...Nice to see an investment firm taking interest.

[madeindet]

https://www.otcmarkets.com/stock/KOAN/news/Apollo-Biowellness-fka-Resonate-Blends-Has-Engaged-LB-Equity-Health-and-Wellness-Fund-a-Division-of-The-Lucas-Group?id=447225

[madeindet]

News: Apollo Biowellness f/k/a Resonate Blends Has Engaged LB Equity Health and Wellness Fund, a Division of The Lucas Group
Press Release | 07/18/2024
North Bergen, New Jersey--(Newsfile Corp. - July 18, 2024) - Apollo Biowellness, Inc. (OTC Pink: KOAN) (the "Company") is pleased to announce that it has engaged LB Equity Health and Wellness Fund, a division of The Lucas Group for an investment of up to $5,000,000 into the Company based on a $32,000,000 pre-money valuation into a preferred equity.

LB Equity Health and Wellens Fund ("LB Equity"), a division of The Lucas Group, (https://www.lbequity.com) is an investment firm focused on emerging brands in the beauty and personal care sectors.

[pinkslipjunkie]

I realize that I have a feeling KOAN holders will benefit as well.

[madeindet]

KOAN is the play bud. This is Apollo Biowellness the parent company

[pinkslipjunkie]

That is the one I am loading!

MERGER WITH EMGE!

[totffe]

LOL, there are books available for beginners. Go get one

[madeindet]

https://www.otcmarkets.com/filing/html?id=17649488&guid=_GO-kqODiStvJth

[madeindet]

https://www.otcmarkets.com/filing/html?id=17643563&guid=x-O-kpPkNgaMB3h

[madeindet]

?

[kym1216]

Bidders will be chasers

[madeindet]

OTCQB Certification https://www.otcmarkets.com/otcapi/company/financial-report/405463/content

[madeindet]

https://evobiologics.com

[Nighthawk_1]

Now that Authorized Shares has increased to 2B, I'm guessing dilution will begin.

[kym1216]

Bidders will be chasers

[madeindet]

10Q out

[madeindet]

KOAN “The Company will also be submitting a request to FINRA seeking a name change and new symbol for the public entity shortly. In addition, the Company has submitted to have its OTCQB status restored by OTC Markets.”

[madeindet]

News: https://www.otcmarkets.com/stock/EMGE/news/Resonate-Blends-Executes-a-Share-Exchange-Agreement-with-Emergent-Health-Corp?id=439967

[paulie c]

I have no idea. I've been looking for a filing, there is none. Usually when something like that happens its for a min financial requirement that hasnt been meet or some legal structure reasoning.

[Nighthawk_1]

The following is what I have seen and read:

https://www.otcmarkets.com/filing/html?id=17463747&guid=kgQ-kW1ZyV12dth

[madeindet]

What’s your explanation? It seems like you have all the answers and past relationships with the players involved

[paulie c]

Can you explain why KOAN has been downgraded from OTC QB to PINK SHEETS, the lowest trading level there is? Prior ro the share exchange with POS EMGE it was QB. Something is going on shareholders arent aware of IMO. As stated before, anything that has Zimbler's slimy hands involved in it is not investable.

[madeindet]

http://archive.fast-edgar.com/20240416/AN2Z262CZC2R3ZRD222M2ZY2CNEDZZ22ZV62/

[madeindet]

From current filing: Apollo Biowellness represents the consolidation of five cutting-edge companies (one of which, Evolutionary Biologics, Inc., is already a subsidiary of Emergent Health Corp.) operating in the regenerative medicine industry, each of them complimentary to one another, all having unique offerings or capabilities. The result is a new, vertically integrated player in the regenerative wellness category. By focusing on the three largest segments of the regenerative medicine market, we are positioned to become a leader in the fields of musculoskeletal care, wound healing and dermatology.

Apollo will, when its planned acquisitions of Juventix and IPS are completed, operate the following businesses through its subsidiaries:

? Integrative Practice Solutions, LLC, or IPS, organized under the laws of the state of Florida, engaged in licensing of The Advanced Arthritis Relief Protocol™, sale and distribution of medical devices, clinical training, and medical integration services. IPS is established as a leader in the non-surgical outpatient treatment of Osteoarthritis. It has developed America’s largest osteoarthritis treatment network with 200 licensed clinics in 37 states. With its highly profitable, disruptive technology, IPS has carved out a niche for its services that leaves it open to very limited competition;

? MAXIMUS Men’s Health, or Maximus, organized under the laws of the state of Delaware, focusing on solutions for the modern health focused male. The combination of osteoarthritis treatments, with PRP, and new age biologic products has enabled us to create treatments for uniquely male problems such as sports injuries, hair loss, erectile dysfunction, and testosterone replacement under Maximus.

? Juventix Regenerative Medical, LLC, organized under the laws of the state of Florida, is our state-of-the-art Platelet-Rich Plasma, or PRP, offering. We have created a futuristic processing procedure that sets Juventix apart from all competition in the PRP world. This world-class PRP offering allows us to have a door opener which “starts the conversation” with doctors interested in regenerative medicine.

Our Acquired Companies are expected to have a large, seasoned base of established customers.

IPS features 221 current licensees of its patented Advanced Arthritis Relief Protocol™, in 35 states. Additionally, IPS sells unloading knee braces, medical supplies, and other consumables to a total of 468 past and current customers. Juventix supplies PRP blood processing kits, medical devices, and supplies to over 500 healthcare clinics in the Shared States, as well as limited distribution internally (primarily in the Middle East).

Juventix and our already owned subsidiary, Evolutionary Biologics sell biologic products to doctors in many fields. Both companies utilize 1099 sales representatives to call directly on the doctors who are potential customers.

[madeindet]

News: SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. ___)

Check the appropriate box:

? Preliminary Information Statement
? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
? Definitive Information Statement

Resonate Blends, Inc.
(Name of Registrant as Specified In Its Charter)

[madeindet]

Meet the CEO of Apollo https://apollobiowellness.com/month-in-review/

[stealofadeal]

KOAN So David Thielen is out finally? I still have stock in reserve for this one. Let’s see a good run so I can convert my last tranche.

[madeindet]

Official 8k out closing https://x.com/resonate_koan/status/1770425868940144839?s=46

[madeindet]

https://apollobiowellness.com/

APOLLO BioWellness's subsidiaries:
https://evolutionarybiologics.com/
https://integrativepracticesolutions.com/
https://apollobiowellness.com/wholistic/
https://juventix.com/
https://apollobiowellness.com/maximus/

[madeindet]

News: Resonate Blends Executes a Share Exchange Agreement With Emergent Health Corp.
ACCESSWIRE 7 hrs ago 0

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NORTH BERGEN, NJ / ACCESSWIRE / March 15, 2024 / Resonate Blends, Inc. (OTCQB:KOAN) ("Resonate Blends" or the "Company") is pleased to report it has completed a Share Exchange Agreement with the holders of certain preferred stock of Emergent Health Corp. (OTC Pink:EMGE) ("Emergent Health" or "EMGE") (The "Agreement"), with the closing having taken place on March 14, 2024. Resonate Blends, the parent company, will become known as Apollo Biowellness, Inc. ("Apollo Biowellness"). The company is now located at One Marine Plaza, Suite 305A, North Bergen, NJ 04047.

The Company (to be known as Apollo Biowellness) is a holding company focused on regenerative medicine sold primarily to doctor's offices and clinics, as well as the public. The Company now consists of the following subsidiaries: Evolutionary Biologics, Integrative Practice Solutions LLC and Juventix Regenerative Medical LLC, and soon-to-be-launched Maximus Mean's Health.

The Company, as Apollo Biowellness, is a synergistic ecosystem of companies disrupting the next generation of the $5.6 trillion Global Health & Wellness Market. The global regenerative medicine market is currently at $20.04 billion in 2021 and predicted to be worth around $125.54 billion by 2030. We offer a one-stop solution for regenerative medicine with superior proprietary products and processes focused on the $1.1 trillion Personal Care, Beauty and Anti-Aging markets, with products sold through professional offices and directly to consumers. Our offerings include skin care, wound care, cosmetics, regenerative aesthetics, hair growth, ED, longevity/anti-aging, osteoarthritis and more. We foresee significant growth once we open DTC and OTC markets with FDA approval, which we will apply for, for skin care and hair growth products using human exosomes. We currently have a professional sales force with 700+ independent sales reps and distribution partners covering all aspects of our brand ecosystem. The company's subsidiaries will benefit from synergies in all backroom disciplines as well as sales & marketing and a seasoned collaborative management team.


Emergent Health Corp. will continue with the operations of Wholistic Brands, a majority-controlled subsidiary as a separate, but affiliated entity of the Parent Company, it is a brand that represents the best natural formulas made from plant-based ingredients, including shelf-stable plant-based exosomes. Wholistic is developing products in support of our suite of businesses while building a proprietary D2C and consumer business around clean wholistic health.

As part of the Agreement, Jim Morrison is the new Chairman of the Board of Directors and President/CEO of the Company. Morrison has stepped down as CEO/President of Emergent Health Corp. but will continue as Chairman of the Board of Directors of Emergent. The new management of Emergent will also be appointed and will report to the Board of the Company.

Jim Morrison is considered by many to be one of the leading personal care strategists in the world, as well as one of the top executives. Morrison was Chairman and President/CEO of Emergent Health Corp., a dynamic company in the wellness and regenerative biologics space. He has most recently been CEO of StarShop, which was the first celebrity-driven video shopping app, that was launched in partnership with SPRINT. His track record of leadership and accomplishment in the personal care products space has been unparalleled. Morrison was President of L'Oreal for over nine years. He was responsible for many acquisitions, including both Redken and Matrix, and top-line growth that averaged over 20% during his tenure. Prior to L'Oreal, Morrison was President and CEO of Graham Webb, one of the most successful startups in the hair care space. After leaving L'Oreal Morrison was CEO and owner of Sexy Hair Concepts for four years. In 2006, Business Week Magazine wrote, "Over the last two decades, Mr. Morrison has had a profound impact on the American Beauty Industry. In the industry's history no other executive has had the level of financial responsibility or breadth of organizational experience as Jim. His devotion to, and success within the industry is unmatched."

As part of the transaction, the Company is conveying the previous assets of Resonate Blends to prior management.

About the former parent company Resonate Blends, Inc. (OTCQB:KOAN)

Resonate Blends is the former parent company, and as part of the transaction all the Intellectual Property and assets associated with it are being conveyed and transferred back to the former founding executive of Resonate Blends.

Apollo Biowellness is the new parent company and has no connection with the previous business of Resonate Blends.

ABOUT EMERGENT HEALTH CORP./Apollo Biowellness, Inc. (OTCMarkets Pink EMGE)

Emergent Health curates, develops and sells products in the regenerative health space. Its products comprise of ingestibles as well as topicals for the whole family. The company distributes its products online and through "Content Based Shopping" using "Influencers" to successfully position products throughout the United States and Internationally. Evolutionary Biologics is a new kind of biologics company founded for a clear purpose: bring cutting-edge regenerative products to the medical community. Emergent asserts that its products are not approved by the FDA to diagnose, treat, cure or prevent any disease(s). For more information, please visit Emergent's website.

Before using any of our products, you should always consult with your veterinarian and/or family doctor.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our product development programs and any other statements that are not historical facts. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's current expectations include those risks and uncertainties relating to our ability to raise capital, the regulatory approval process, the development, testing, production and marketing of our drug candidates, patent and intellectual property matters and strategic agreements and relationships. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. A complete discussion of the risks and uncertainties that may affect the Company's business, including the business of any of its subsidiaries, is included in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

Corporate Contact:

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Jim Morrison

CEO/Director

[e-mail]

www.emergenthealthcompany.com

203-253-9191

Contact Information:

Jim Morrison

President/CEO

[e-mail]

2032539191

Jim Zimbler

President, Emergent Health

[e-mail]

6318061420

SOURCE: Resonate Blends, Inc.

View the original press release on newswire.com.

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[madeindet]

Regenerative Medicine Market Set to Hit USD 194.9 Billion by 2032, Driven by Robust CAGR of 19.4%

https://finance.yahoo.com/news/regenerative-medicine-market-set-hit-123500909.html

[powerbattles]

MERGER WITH EMGE!

[TraderGreen]

I like the looks of this one...A LOT! I think this deal might be legit and stick this time...Very excited they got this going so quickly and we didn't have to wait a year for a new M&A.

TG

[madeindet]

8k out

[DSherman]

Sorry, meant <.01

[DSherman]

.>.01 will be a great buy!!!

[kym1216]

Looks like a lot of people got out back when it was in the .40's....what happened to their product? I thought they were being sold in dispensaries across California?

[Moose412]

No, but they said it was still desired. From early/mid December: https://www.otcmarkets.com/filing/html?id=17119345&guid=2QJ-kn8STt5PB3h

[powerbattles]

Are they still pursuing the merger?

[Moose412]

I think it's pretty obvious that KOAN management is only concerned with enriching themselves.

[goveysea]

The CEO communicated only sent 1 notice of the merger termination. Seltzer was communicative up until this disappointing failure. Why can't someone within the org have a set of cubes and tell the shareholders what their plan is?

[DSherman]

Agreed!!

[TraderGreen]

As much as I want to move on from here...I may even bite and start buying at these levels. Not a value buy based on what the company is doing (or isn't doing is more like it), but an undervalued buy simply based on share structure. Little concerning though, because there is not the best liquidity here right now.

GLTY,
TG