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): November 11, 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 November 11, 2022, Bespoke Extracts, Inc. (the “Company”), entered into amendment No. 1 to inventory earn-out agreement, dated October 28, 2021, between the Company and Berique Labs, LLC. Pursuant to the amendment, the final payment under the inventory earn out was increased to $85,000 (less any payments previously made) and will be due February 28, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 1 to Inventory Earn-Out 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 16, 2022 | By: | /s/ Michael Feinsod |
|
Michael Feinsod Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT NO. 1 TO INVENTORY EARN OUT AGREEMENT
This Amendment No. 1 to Inventory Earn Out Agreement (this “Amendment”) dated this 11th day of November, 2022, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and Berique Labs, LLC, a Florida limited liability company (the “Lender”).
WHEREAS, the Company and the Lender are party to an inventory earn out agreement, dated October 28, 2021 (the “Inventory Earn Out”);
WHEREAS, the Company and the Lender desire to amend the Inventory Earn Out as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The last sentence of the Inventory Earn Out is hereby amended to read as follows:
The Borrower and Lender further agree that on February 28, 2023, the Borrower shall make a final payment equal to an amount of $90,000 minus the total of the monthly payments made according to the Inventory Earn Out.
2. Except as modified herein, the terms of the Inventory Earn Out 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/ Michael Feinsod
Name: Michael Feinsod
Title: Chief Executive Officer
BERIQUE LABS, LLC
By: /s/ Ber Mitchell
Name: BER MITCHELL
Title: Manager