Current Report Filing (8-k)
October 04 2019 - 2:59PM
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):
October 3, 2019
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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☐
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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))
Securities registered pursuant to Section 12(b) of the Act:
None.
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 October 3, 2019, Bespoke Extracts, Inc.
(the “Company”) entered into a letter agreement with Niquana Noel, the Company’s chief executive officer. Pursuant
to the agreement, Ms. Noel exchanged $24,000 in accrued but unpaid compensation owed to her by the Company for one share of newly
created Series B Preferred Stock of the Company.
In connection with the letter agreement,
on October 3, 2019, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary of State of Nevada.
Pursuant to the Certificate of Designation, the Company designated one share of its preferred stock as Series B Preferred Stock.
The Series B Preferred Stock has a stated value of $24,000 and entitles the holder to 51% of the total voting power of the Company’s
stockholders. The Company may, in its sole discretion, redeem the Series B Preferred Stock at any time for a redemption price equal
to the stated value. The Series B Preferred does not provide the holder with any dividend rights or any liquidation rights, and
is not convertible to common stock.
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.
Item 3.02 Unregistered Sales of Equity
Securities.
The information under Item 1.01 is incorporated
by reference into this Item 3.02.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
The information under Item 1.01 is incorporated
by reference into this Item 5.03.
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: October 4, 2019
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By:
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/s/ Niquana Noel
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Niquana Noel
Chief Executive Officer
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2
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