Current Report Filing (8-k)
March 08 2018 - 2:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 5, 2018
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Bespoke Extracts, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-52759
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20-4743354
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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323 Sunny Isles Boulevard, Suite 700
Sunny Isles Beach, FL 33160
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code
(855) 633-3738
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive
Agreement.
On March 5, 2018, Bespoke Extracts, Inc. (the
“Company”) entered into a securities purchase agreement with an accredited investor. Pursuant to the purchase agreement,
upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an aggregate purchase
price of $300,000. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor
for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells
common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of
shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares)
will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price.
In connection with the foregoing, the Company
relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions
not involving a public offering.
The foregoing description of the purchase agreement
does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed
as an exhibit to this report and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item
1.01 of this report is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Bespoke Extracts, Inc.
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Date: March 8, 2018
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By:
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/s/ Marc Yahr
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March Yahr
Chief Executive Officer
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