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): October 31, 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 October 31, 2022, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a wholly-owned subsidiary of Bespoke Extracts, Inc. (the “Company”) entered into amendment No. 4 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 November 30, 2022.
The Company has received all required state and local approvals for the closing and expects closing to occur on November 30, 2022. There is no assurance the closing will occur at such time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 4 to Asset Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 3, 2022 | By: | /s/ Michael Feinsod |
|
Michael Feinsod Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment No. 4 (“Amendment No. 4”) is made as of October 31, 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 November 30, 2022
IN WITNESS WHEREOF, this Amendment No.4 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