Current Report Filing (8-k)
December 08 2021 - 4:13PM
Edgar (US Regulatory)
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2021-12-02
2021-12-02
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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): December 2, 2021
Bespoke
Extracts, Inc.
(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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2590
Walnut St.
Denver,
CO 80205
(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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☐
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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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Item
1.01 Entry into a Material Definitive Agreement.
On
December 2, 2021, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a newly formed wholly-owned subsidiary of Bespoke
Extracts, Inc. (the “Company”) entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”),
and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the
“Purchase Agreement”). Pursuant to the Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf
agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing
inventory, and extraction equipment and ancillary items, all as further set forth in the Purchase Agreement, for a purchase price of
$225,000, to be paid in shares of common stock of the Company (including 2,500,000 shares issuable, and to be held in escrow, upon execution
of the Purchase Agreement, and an additional $150,000 of common stock that will be valued based on the volume weighted average price
of the common stock, subject to a floor of $0.02 per share and a ceiling of $0.04 per share), provided that, the purchase price for the
inventory will be 90% of the wholesale value of the regulated marijuana portion of the inventory and the packaging corresponding thereto
set forth on the inventory accounting statement to be prepared pursuant to the Purchase Agreement.
In
connection with the Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd.
(“WL Holdings”) Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado,
where WonderLeaf’s business has been located, commencing upon signing of the Lease and Purchase Agreement, for a term of five years,
which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000.
Closing
of the Purchase Agreement is subject to receipt of certain governmental approvals and other customary closing conditions.
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 descriptions of the Purchase Agreement and Lease are qualified by reference to the full text of such documents, which are filed
as exhibits to this report.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 is incorporated by reference into this Item 3.02.
Item
8.01 Other Events.
On
December 2, 2021, the Company issued a press release regarding the acquisition of assets of WonderLeaf. A copy of the press release is
attached as Exhibit 99.1 hereto.
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:
December 8, 2021
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By:
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/s/
Michael Feinsod
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Michael
Feinsod
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Chief
Executive Officer
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2
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