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): August 21, 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 August 21, 2020, Bespoke Extracts, Inc. (the “Company”) entered into an amendment (the “Debenture Amendment No. 2”) to the original issue discount convertible debenture, dated December 24, 2019, as amended by amendment No. 1 thereto, dated May 28, 2020, between the Company and The Vantage Group Ltd. (“Vantage”), the holder of the debenture. Pursuant to the Debenture Amendment No. 2, the maturity date of the debenture was extended to November 30, 2020. Vantage is owned by Lyle Hauser, an adviser to the Company and formerly a significant stockholder of the Company.

 

The foregoing description of the Debenture Amendment No. 2 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

 

Exhibit No.   Description
     
10.1   Amendment No. 2 to Debenture

 

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: August 26, 2020 By: /s/ Danil Pollack
    Danil Pollack
    Chief Executive Officer

 

 

2

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO DEBENTURE

 

This Amendment No. 2 to Debenture (this “Amendment”) dated this 21st day of August, 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 is the holder of an outstanding original issue discount convertible debenture of the Company, dated December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020 (as amended, the “Debenture”);

 

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

 

WHEREFORE, the parties do hereby agree as follows:

 

1. The Maturity Date of the Debenture is hereby amended to be November 30, 2020. For the avoidance of doubt, no default will be deemed to have occurred, and no default interest will be deemed to have accrued or be owed, since the original issuance of the Debenture to the date of this Amendment.

 

2. Except as modified herein, the terms of the Debenture 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