Emergent Health Corp (EMGE)

[DD_dempsey]

Respectfully- $EMGE- the share exchange agreement is a 251G

ITS ESSENTIAL for shareholders to look at ALL of the documents related to the share agreement deal. The critical info was submitted to SEC as addendum and outlines what happens to the shares of $EMGE. The actual share exchange agreement which was listed as the first attachment to SEC- further outlines that this agreement will execute as a 251G in Delaware. That would mean it will be considered more of a triangular merger whereby both assets of EMGE and KOAN are retained in their subs - and then listed as subsidiaries by the new emerging successor Corp.

Rules outlining 251G are very specific and detailed and when it comes to firms engaging in reverse merger /triangular merger - Delaware is extremely common since it allows for the absolving of all past debt of both entities — which has led to quite a few substantial runners over my years following these type merger deals.

**NO SHARE DILUTION allows for escalation of pps when substantive fundamentals occur. IMO- this bottom .0013 pps -.0015 pps presents a solid opp as this 251G plays out.

There is no denying that the actual merger agreement clearly outlines and specifies the use of a 251G for reorganization purpose and its essential for an investor or shareholder to educate themselves on such - since its not very commonplace due to the necessity to move entity to Deleware and the relative expense of the 251G filing in its totality.

THE REASON WHY it’s considered a merger is because a 251 G is considered a merger in every sense of the word. Shareholders of EMGE and KOAN are generally protected under the clauses of the 251G - there is no wipe out clause of commons.

IN FACT- HERE ARE THE EXACT STIPULATIONS- and it clearly states that EMGE and the current KOAN- will BOTH become SUBSIDIARIES OF THE SURVIVING NEW MERGER ENTITY. - that’s how these work. KOAN will become - new merger parent entity / APOLLO and EMGE- has already been assigned subsidiaries - one which is the wholistic products creating revenues already. When they redomicile under 251G - they will still file their own - but EMGE will be considered a sub of Apollo (the new merger parent). READ PROOF from the filings below. The actual agreement submitted to SEC.


(d) Immediately after Closing, the following actions are to be taken:

(i) The current Board of Directors shall submit their respective resignations, and a new Board of Directors of KOAN shall be installed by appointment or vote of shareholders consisting of Five (5) members, of which Jim Morrison shall be installed as Chairman of the Board and CEO, James W. Zimbler, Lance Liberti and with two other members to be determined, shall be appointed as Directors;
(ii) Following the Closing of the Exchange, KOAN shall engage in a redomicile to the State of Delaware and reorganize pursuant to §251(g) of the DGCL, as more fully described in Section 5.03 of this Agreement and footnote 1 below . The DGCL §251 process would result in EMGE and the current KOAN becoming subsidiaries of New Parent Company. Except as follows, all obligations of each subsidiary shall, therefore, be at the subsidiary level and not at the public company level1.
Notwithstanding anything to the contrary herein, the New Parent Company shall assume certain obligations of KOAN, as described in Exhibit “A:”
(iii) At Closing, by separate agreement, the current subsidiaries of KOAN, including Resonate Blends, LLC and Entourage Labs, LLC shall be sold to Geoffrey Selzer in exchange for a promissory note, as was set forth in the “Pegasus Transaction,” which amount will be set-off from any amount due Geofrey Selzer from KOAN;
(iv) A name change shall be effectuated amending the name of KOAN to “Apollo Health and Wellness, Inc.,” or such other name, and shall be a


AND FURTHER - while

1 KOAN will, pursuant to DGCL §251(g), reorganize its operations into a holding company structure (the “251(g) Reorganization”) whereby Resonate Blends, Inc. would become a direct wholly owned subsidiary of Apollo Health and Wellness, Inc. (New Parent Company), pursuant to the 251(g) Reorganization. Apollo Health and Wellness, Inc. (New Parent Company) would be the successor issuer of KOAN for purposes of the Securities Act of 1933, as amended, and the filings made by KOAN thereunder. Pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934 (the “1934Act”), New Parent Company would be the successor issuer of KOAN with respect to KOAN Common Shares, which were registered pursuant to Section 12(g) of the Act. Pursuant to such rule, the New Parent Company Common Shares would be deemed to be registered pursuant to Section 12(g) of the 1934 Act. EMGE would also become a subsidiary of New Parent Company by the effectiveness of the Reorganization. All obligations of each subsidiary shall remain the obligation of the respective subsidiary but shall not automatically become an obligation of the New Parent Company. Upon completion of the 251(g) reorganization, KOAN would be known as Apollo Health and Wellness, Inc., a Delaware corporation.

YOU CAN READ IT ALL HERE- - https://content.edgar-online.com/ExternalLink/EDGAR/0001493152-24-007792.html?hash=09a72d391dbdbc681d85763bc1bd6fdc6523622751ae004fa85f4cc82bbb0ef1&dest=ex2-1_htm#ex2-1_htm