10-K: Resonate Blends Inc. Announces 2023 Annual Results and Strategic Shift Following Emergent Health Corp. Acquisition

Sentiment:

Annual Results


Resonate Blends Inc. reports its 2023 financial results, highlighting a significant net loss and a major strategic shift following the acquisition of Emergent Health Corp.

Capital raiseThe company obtained a loan from AJB Capital Investments, LLC for $252,000 in March 2024.The company obtained a loan from Ray Vollintine for $250,000 in March 2024.The company remains dependent on additional investment capital to continue its survival.The company has historically raised money through convertible debt, almost always on unfavorable terms.
Worse than expectedThe company's net loss of $1,415,979 is significantly worse than the net income of $653,627 in the previous year.The company's revenue decreased to $16,468 in 2023 from $49,501 in 2022, indicating a substantial decline in sales.The company's working capital deficit increased to $2,150,975, indicating a worsening financial position.

Summary

  • Resonate Blends Inc. reported a net loss of $1,415,979 for the year ended December 31, 2023, compared to a net income of $653,627 in 2022.
  • The company's revenue decreased to $16,468 in 2023 from $49,501 in 2022, while cost of revenues increased to $114,140 from $33,068.
  • Operating expenses decreased significantly to $301,551 in 2023 from $1,405,828 in 2022, primarily due to reduced legal, professional fees, and salaries.
  • The company experienced a working capital deficit of $2,150,975 as of December 31, 2023, compared to a deficit of $1,170,940 in 2022.
  • A major change occurred on March 14, 2024, with the acquisition of Emergent Health Corp. (EMGE), leading to a new business plan focused on regenerative medicine.
  • As part of the EMGE acquisition, Resonate Blends divested its subsidiaries, Resonate Blends, LLC and Entourage Labs, LLC, to its former CEO, Geoffrey Selzer.
  • The company issued convertible promissory notes to AJB Capital Investments, LLC and Ray Vollintine in March 2024, raising $252,000 and $250,000 respectively.
  • The company's independent auditors have raised substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The document reveals significant financial losses, a going concern warning from auditors, and a high dependence on debt financing. While a strategic shift is underway, the overall sentiment is negative due to the company's weak financial position and uncertain future.

Positives

  • Operating expenses decreased significantly in 2023, indicating cost-cutting measures.
  • The acquisition of Emergent Health Corp. represents a strategic shift towards a new business plan in regenerative medicine.
  • The company secured additional financing through convertible notes in March 2024.

Negatives

  • The company experienced a significant net loss of $1,415,979 in 2023.
  • Revenues decreased substantially to $16,468 in 2023.
  • The company's working capital deficit increased to $2,150,975 by the end of 2023.
  • Auditors have raised substantial doubt about the company's ability to continue as a going concern.
  • The company has a history of raising money through convertible debt on unfavorable terms.

Risks

  • The company's ability to continue as a going concern is uncertain due to recurring losses and a significant working capital deficit.
  • The company is dependent on additional investment capital to fund its new business strategies.
  • There is no guarantee that the company will be able to obtain financing on acceptable terms.
  • The company's new business plan is unproven and there is no assurance of its success.
  • The company has a history of raising money through convertible debt, often on unfavorable terms.

Future Outlook

The company's future outlook is uncertain, with a dependence on additional financing and the success of its new business plan. The company expects to report a net loss for 2024.

Management Comments

  • The business plan and operations of EMGE now represent the entirety of our company's business operations.
  • We believe we are positioning our company as a leader in the field of Regenerative Medicine.
  • We remain, nevertheless, dependent on additional investment capital to continue our survival.

Industry Context

The company's shift towards regenerative medicine aligns with a growing trend in the healthcare industry, focusing on innovative treatments and therapies. However, the company faces competition from established players in the market.

Comparison to Industry Standards

  • The company's financial performance is significantly below industry standards for publicly traded companies, particularly in terms of revenue generation and profitability.
  • The company's negative gross margin and substantial net loss are concerning when compared to industry benchmarks.
  • The company's reliance on convertible debt financing is not uncommon for early-stage companies, but the unfavorable terms raise concerns about long-term sustainability.
  • The company's shift to regenerative medicine is a high-risk, high-reward strategy, and its success will depend on its ability to develop and market effective products.
  • Compared to companies like Organogenesis and Vericel, which are also in the regenerative medicine space, Resonate Blends is significantly smaller and has a much weaker financial position.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer and DirectorGeoffrey SelzerJim Morrison2024-03-14Sale of Series C Preferred Stock
President, Principal Accounting Officer, Secretary and DirectorNAJim Morrison2024-03-14EMGE Acquisition
DirectorNASandy P. Lipkins2024-03-14EMGE Acquisition
DirectorNALance Liberti2024-03-14EMGE Acquisition
DirectorNAJames W. Zimbler2024-03-14EMGE Acquisition

Related Party Transactions

  • The company assigned its ownership in Resonate Blends, LLC and Entourage Labs, LLC to its former CEO, Geoffrey Selzer, in exchange for him assuming all liabilities of the subsidiaries and agreeing to pay the company a percentage of any future sale proceeds.
  • Management has periodically advanced funds to the Company for operating expenses.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial instability and going concern warning.
  • Employees may experience uncertainty due to the company's strategic shift and financial challenges.
  • Customers may be impacted by changes in the company's product offerings and business operations.
  • Creditors face increased risk due to the company's high debt levels and uncertain future.

Next Steps

  • The company needs to successfully implement its new business plan focused on regenerative medicine.
  • The company needs to secure additional financing to fund its operations and growth.
  • The company needs to improve its financial performance and address the concerns raised by its auditors.

Key Dates

DateDescription
2013-10-27Shareholder meeting to reincorporate in Nevada and change name to Textmunication Holdings, Inc.
2013-11-16Share Exchange Agreement with Textmunication, Inc.
2019-10-25Membership Interest Purchase Agreements with Resonate Blends, LLC and Entourage Labs, LLC.
2022-11-11Boyle CPA, LLC resigned as independent auditor, Victor Mokuolu, CPA PLLC engaged.
2024-02-26Share Exchange Agreement with Emergent Health Corp.
2024-03-14Closing of the Exchange Agreement with Emergent Health Corp., change in control, and divestiture of subsidiaries.
2024-04-16Date of the annual report filing.

Keywords

Emergent Health Corp, regenerative medicine, convertible debt, financial results, acquisition, going concern, net loss, working capital, promissory notes, strategic shift

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