Current Report Filing (8-k)
July 07 2022 - 4:08PM
Edgar (US Regulatory)
0001409197
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--12-31
0001409197
2022-06-30
2022-06-30
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iso4217:USD
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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):
June 30, 2022
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 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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):
☐ |
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)) |
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 June 30, 2022, Bespoke
Extracts Colorado, LLC (“Bespoke Colorado”), a wholly-owned subsidiary of Bespoke Extracts, Inc. (the “Company”)
entered into amendment No. 2 to the asset purchase agreement, dated December 2, 2021, between Bespoke Colorado and WonderLeaf, LLC. Pursuant
to the amendment, the “Termination Date” under the asset purchase agreement was extended to August 30, 2022.
Item 3.02 Unregistered Sales of Equity Securities.
From May 23, 2022 to June 30, 2022, the Company issued
and sold to investors an aggregate of 18,440,000 shares of common stock and warrants to purchase an aggregate of 4,610,000 shares of common
stock, for an aggregate purchase price of $92,200, pursuant to securities purchase agreements between
the Company and the investors. The warrants have an exercise price of $0.05 and expire June 30, 2023. The investors included Infinity
Management, LLC (“Infinity”), which purchased 8,000,000 shares of common stock, and
warrants to purchase 2,000,000 shares of common stock, for an aggregate purchase price of $40,000. The Company’s chief executive
officer, Michael Feinsod, is the managing member of Infinity.
The Company
also extended the expiration date of its previously issued warrants with an exercise price of $0.05 to June 30, 2023.
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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2022, the Company adopted an amendment to the Company’s
bylaws. The amendment added provisions to address potential unsuitable or prohibited beneficial owners in connection with licensing requirements
which require shares to be subject to redemption to prevent loss of or to reinstate any license. The Company adopted the amendment to
comply with Colorado cannabis licensing requirements
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: July 7, 2022 |
By: |
/s/ Michael Feinsod |
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Michael Feinsod
Chief Executive Officer |
2
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