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 | 000-52759 | 20-4743354 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (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) |
| ☐ | 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 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
| Exhibit No. | Exhibit | |
| 3.1 | Amendment No.1 to Bylaws | |
| 10.1 | Amendment No. 2 to Asset Purchase Agreement | |
| 10.2 | Form of Purchase Agreement (incorporated by reference to 8-K filed January 3, 2022) | |
| 10.3 | Form of Warrant (incorporated by reference to 8-K filed January 3, 2022) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 7, 2022 | By: | /s/ Michael Feinsod |
|
Michael Feinsod Chief Executive Officer | ||
2
Exhibit 3.1
Amendment No. 1
To Bylaws of Bespoke Extracts, Inc.
Adopted July 7, 2022
The Bylaws of Bespoke Extracts, Inc. are hereby amended by the addition of the following Article XIII:
ARTICLE XIII: DIVESTITURE PLAN
Section 13.1. UNSUITABLE OR PROHIBITED BENEFICIAL OWNERS. So long as the Corporation holds (directly or indirectly) a license from a governmental agency to conduct its business, which license is conditioned upon some or all of the holders of the Corporation’s shares possessing certain qualifications, any and all shares of the Corporation’s shares shall be subject to redemption, out of funds legally available thereof, by the Corporation, at its sole option and its sole discretion, to the extent necessary to prevent loss of such license or to reinstate any license.
SECTION 13.2. REDEMPTION PRICE. Unless the stockholder voluntarily divests itself of its shares, any shares of the Corporation’s shares of stock redeemable pursuant to this article may be called for redemption immediately for cash, property or rights, on not less than two (2) business days’ notice to the holder(s) thereof at a redemption price equal to 80% of the average closing price of such shares as reported on the exchange on which shares of the Corporation’s common shares is quoted or traded for the 45 trading days immediately preceding the date of the redemption notice; or if such shares are not so traded or quoted, the redemption price shall be determined in good faith by the Corporation’s Board of Directors.
SECTION 13.3. COSTS, EXPENSES AND FEES. At the Corporation’s Board of Directors discretion, the stockholder may be responsible for costs, expenses and fees incurred by the Corporation in order to exercise this Article.
SECTION 13.4 RESTRICTION ON SHARES. Pursuant to this Article, it shall be unlawful for any stockholder who does not meet certain qualifications to: (i) receive any dividend, payment, distribution or interest with regard to the shares, (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such shares, and such shares shall not for any purposes be included in the shares of the Corporation entitled to vote, or (iii) receive any remuneration that may be due to such stockholder, accruing after the date of such notice of determination of unsuitability or disqualification by the Colorado Marijuana Enforcement Division, in any form from the Corporation for services rendered or otherwise.
Exhibit 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 (“Amendment No. 2”) is made as of June 30, 2022 to the Asset Purchase Agreement (the “Agreement”), dated as of December 2, 2021, by and between WonderLeaf, LLC, a Colorado limited liability company (“Seller”), and Bespoke Extracts Colorado, LLC (“Buyer”). Capitalized terms not herein defined shall have the meaning ascribed thereto in the Agreement.
WHEREAS, pursuant to Section 10.2 of the Agreement, The Parties may amend any provision of this Agreement only by a written instrument signed by the Parties; and
WHEREAS, the parties wish to amend the Agreement; and
NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the parties hereby agree as follows:
| 1. | Amendment to Section 1.1 Section 1.1, “Termination Date” is hereby deleted in its entirety and replaced with the following: |
“Termination Date” means August 30, 2022
IN WITNESS WHEREOF, this Amendment No.2 has been duly executed and delivered by the Parties as of the date first above written.
| SELLER: | ||
| WONDERLEAF, LLC | ||
| By: | /s/ Roxanne Burns | |
| Name: | Roxanne Burns | |
| Title: | Manager | |
| BUYER: | ||
| BESPOKE EXTRACTS COLORADo, LLC | ||
| By: | /s/ Michael Feinsod | |
| Name: | Michael Feinsod | |
| Title: | Manager | |