What changed in this filing

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Item 1. Business

2025-06-10 compared with 2024-04-16 · 26 added, 43 removed, 14 unchanged (83% of the section changed)

Acquisition, Change in Control and Change in Business Plan

Effective March 14, 2024, Geoffrey Selzer, our former Chief Executive Officer and Director, and Jim Morrison, our

current President and Director, entered into a Securities Purchase Agreement (the “Control Agreement”), pursuant to which

Selzer sold all 2,000,000 outstanding shares of the Company’s Series C Preferred Stock to Mr.

Morrison for $10.00 in cash.

Morrison now possesses voting control of the Company.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters .

Acquisition Transaction .

On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the “Exchange

Agreement”), with Emergent Health Corp., a publicly-traded (symbol:

EMGE) Wyoming corporation (“EMGE”), and the holders

(the “EMGE Preferred Shareholders”) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock

(collectively, the “EMGE Equity Interests”).

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 the Company’s to-be-designated Series

F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series

F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are

to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada;

(b) the Company consummated the

Conveyance Agreement;

and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange

Agreement resigned and appointed four new members of the Company’s Board of Directors.

On March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer

and Assignment of Subsidiary (the “Conveyance Agreement”) with two of our then-wholly-owned subsidiaries, Resonate Blends,

LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate

Blends, LLC and Entourage Labs, LLC are referred to as the “Subsidiary”), and our former Chief Executive Officer and Director,

Geoffrey Selzer.

Pursuant to the Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr.

In consideration of

our assignment of the Subsidiary, Mr.

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities

of the Subsidiary, (b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us

(i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and

(ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary

of the Conveyance Agreement.

Business Plan .

The business plan and operations of EMGE now represent the entirety of our company’s business operations.

References to “the Company,” “our company,” “ours,” “us,” “we” and similar

words are to Resonate Blends, Inc., EMGE and the subsidiaries of EMGE.

The information below includes historical information about EMGE.

as of March 5, 2025, the following has resigned as President /CEO of the Registrant, but shall remain as a member of the Board of Directors.

Name Position James Morrison Director The Officer resigning has stated in his resignation letter that his resignation as President/CEO

does not in any way imply or infer that there is any dispute or disagreement relating to the Company’s operations, policies or

Morrison will remain as member of the Board of Directors.

as of March 5, 2025, the following individual(s) appointed by the Board of Directors to the positions indicated of the Registrant:

Age Position James W.

Zimbler 59 President/CEO and Director Mr.

Zimbler has served as the Registrant’s Director and Vice President

of Corporate Finance since March 2024.

Since July 1, 2020;

he served as a Director of Emergent Health Corp.

(“EMGE”) from

November 2017 to November 2021.

December 2017 until June 2019, he served as President and a director of the predecessor iteration of

a public company that is now Enzolytics, Inc., a drug development company.

Since October 2024, he is the managing partner of LB Equity

Advisors, Inc., a consulting company.

In December 2016 he founded Emerging Growth Advisors, Inc., a consulting firm providing advisory

services related to mergers and acquisitions for corporations including the Company.

Prior to founding LB Equity Advisors, Inc., and

Eocine Management Advisors, Inc., Mr.

Zimbler served in a managerial role at other consulting firms, each specializing in mergers and

acquisitions, roll ups and turn-around work

company engages in the discovery, development and marketing of products designed to better mankind.

11 unchanged sentences

and utilizing known body mechanisms without the use of drugs.

information about our new business plan and historical operations of EMGE is included in our Amendment to Current Report on Form 8-K filed April 16, 2024 , which is incorporated herein by reference.

information about our new business plan and historical operations of the Company can be found at the following Current Reports:

Current Report on Form 8-K filed August 12, 2024.

Current Report on Form 8-K filed March 14, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business