Current Report Filing (8-k)
December 15 2021 - 9:09AM
Edgar (US Regulatory)
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2021-12-14
2021-12-14
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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 14, 2021
Bespoke
Extracts, Inc.
(Exact
name of registrant as specified in its charter)
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 14, 2021, Hunter Garth was appointed president of Bespoke Extracts, Inc. (the “Company”). Mr. Garth, 32, has served
as chief strategy officer and director of the Company since November 2021. Mr. Garth was most recently was the vice president of corporate
development for General Cannabis Corporation from January 2019 to July 2020, a position in which he was responsible for developing and
sourcing M&A activity in the cannabis industry. Prior to that, he was the managing director of Iron Protection Group, a security
company that he founded in 2013 and sold in March 2015 to General Cannabis Corporation. Mr. Garth served in the U.S. Marine Corps from
October 2008 to October 2012 in multiple roles, including infantry squad leader and instructor with the USMC Special Operations Training
Group. Mr. Garth attended the University of West Florida.
On
December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth
will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth,
pursuant to the Company’s newly adopted 2021 Equity Incentive Plan, 22,500,000 shares of restricted common stock, which will vest
one year from the date of grant, and ten-year options to purchase 15,000,000 shares of common stock at an exercise price of $0.06 (representing
a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary
of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment
agreement), he will be entitled to his monthly base salary for twelve months following such termination.
On
December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer
and chairman. Pursuant to the employment agreement, Mr. Garth will continue to serve as the Company’s chief executive officer and
chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s
newly adopted 2021 Equity Incentive Plan, 45,000,000 shares of restricted common stock, which will vest one year from the date of grant,
and ten-year options to purchase 30,000,000 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the
closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of
grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement),
he will be entitled to his monthly base salary for twelve months following such termination.
The
foregoing descriptions of the employment agreements, restricted stock award agreements, and option award agreements are qualified by
reference to the full text of such documents, which are filed as exhibits to this report.
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this report are materials the Company intends to use in presentations to potential investors.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except to
the extent expressly set forth by specific reference in such a filing.
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 15, 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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