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): April 23, 2020

 

Bespoke Extracts, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   000-52759   20-4743354
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

☐ 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 April 23, 2020, Bespoke Extracts, Inc. (the “Company”) entered into an amendment to the security agreement, dated December 24, 2019 (the “Security Agreement Amendment”), between the Company and the holder of the Company’s original issue discount convertible debenture, dated December 24, 2019 (the “Debenture”).

 

Pursuant to the Security Agreement Amendment, the collateral under the security agreement was amended to be the Company’s URLs. The Security Agreement Amendment was entered into with The Vantage Group Ltd. (“Vantage”), as the purchaser of the Debenture from the original holder. Vantage is owned by Lyle Hauser, an adviser to the Company and formerly a significant stockholder of the Company.

 

The foregoing description of the Security Agreement Amendment is qualified by reference to the full text of such document, which is filed as an exhibit to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

ExhibitNo.   Description
10.1   Amendment No. 1 to Security Agreement

 

1

 

 

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.

 

  Bespoke Extracts, Inc.  
     
Date: April 29, 2020 By: /s/ Danil Pollack
   

Danil Pollack

Chief Executive Officer

 

 

2

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO SECURITY AGREEMENT

 

This Amendment No. 1 to Security Agreement (this “Amendment”) dated this 23rd day of April, 2020, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and The Vantage Group Ltd., a Delaware corporation (the “Holder”).

 

WHEREAS, the Holder, as purchaser from the original holder of an original issue discount convertible debenture of the Company, dated December 24, 2019, secured under a security agreement dated December 24, 2019 (the “Security Agreement”), and the Company are party to the Security Agreement;

 

WHEREAS, the Company and the Holder desire to amend the Security Agreement as more particularly set forth below;

 

WHEREFORE, the parties do hereby agree as follows:

 

1. Section 1(a) of the Security Agreement is hereby amended and restated to read as follows:

 

(a) “Collateral” means all of the Company’s right title and interest to the URLs set forth on Schedule A hereto.

 

2. Except as modified herein, the terms of the Security Agreement shall remain in full force and effect.

 

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

BESPOKE EXTRACTS, INC.  
     
By: /s/ Danil Pollack  
Name:  Danil Pollack  
Title: Chief Executive Officer  
     
THE VANTAGE GROUP LTD.  
     
By: /s/ Lyle Hauser  
Name: Lyle Hauser  
Title: Chief Executive Officer  

 

 

 

 

Exhibit A

 

URL’s constituting Collateral