Resonate Blends, Inc. 10-K/A

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded under the symbol “KOAN” on the OTCQB. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company. The following tables set forth the range of high and low bid information for our common stock for the each of the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Fiscal Year Ending December 31, 2021 Quarter Ended High $ Low $ March 31, 2021 .93 .11 June 30, 2021 .67 .23 September 30, 2021 .49 .34 December 31, 2021 .42 .20 Fiscal Year Ending December 31, 2020 Quarter Ended High $ Low $ March 31, 2020 .20 .03 June 30, 2020 .27 .05 September 30, 2020 .19 .07 December 31, 2020 .20 .08 On April 14, 2022, the last sales price per share of our common stock was $.11 Holders of Our Common Stock As of April 14, 2022, we had 47,796,859 shares of our common stock issued and outstanding, held by approximately 164 shareholders of record at our transfer agent, with approximately 47 additional shareholders holding our shares in street name. Dividends We currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future. In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board of directors from funds legally available. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 1. We would not be able to pay our debts as they become due in the usual course of business; or 20 2. Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. Securities Authorized for Issuance under Equity Compensation Plans On March 19, 2019, our Board of Directors adopted the 2019 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive to employees, directors and consultants, and to promote our success. Under the Plan, we are currently able to issue up to an aggregate total of 10,000,000 incentive or non-qualified options to purchase our common stock, stock awards and other offerings. Equity Compensation Plans as of December 31, 2021 Equity Compensation Plans Approved by the Shareholders Number of Securities to be issued upon exercise of outstanding options Weighted- average exercise price of outstanding options Number of Securities remaining available for future issuance under equity compensation plans (a) (b) (c) 2019 Equity Compensation Plan - - 10,000,000 Other Equity Compensation (restricted stock awards) - - - Total - - 10,000,000 Recent Sales of Unregistered Securities From December 1, 2020 through March 15, 2021, we sold units priced at $25,000 per unit where each unit consisted of (i) an 8.0% Note in the principal amount of $25,000 convertible into Common Stock (the “Note) and (ii) a warrant at an exercise price of $0.15 for the purchase of 83,333 shares of the Company’s Common Stock (the “Warrant”). We sold 90 Units for total proceeds of $2,265,000. After paying finder fees of $187,450 to our placement agent, we netted $2,077,550, which will be used for working capital. In addition, we also entered into subscription agreements in connection with an equity placement offering of a maximum of $2,000,000 in units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share. We sold 6,983,333 Equity Units for total proceeds of $1,047,500. After paying finder fees of $100,763 to our placement agent, we netted $946,737, which was used to pay off the remaining convertible note debt and will also be used for working capital. During the six-month ended June 30, 2021, the company issued a total of 2,868,025 shares of common stock to vendors for compensation and services rendered. During the third quarter of 2021 the company issued a total of 716,554 shares of common stock to vendors for compensation and services rendered. During the fourth quarter of 2021 the company issued a total of 59,171 shares of common stock to vendors for compensation and services rendered. These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock. Item 6. Selected Financial Data Not required under Regulation S-K for “smaller reporting companies.”