8-K
Bespoke Extracts, Inc. (BSPK)
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): January 15, 2021
| Bespoke Extracts, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-52759 | 20-4743354 |
| --- | --- | --- |
| (State or other jurisdiction <br><br>of incorporation) | (Commission <br><br>File Number) | (IRS Employer <br><br>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 January 15, 2021, Bespoke Extracts, Inc. (the “Company”) entered into amendments (“Amendment No. 4”) with the holders of the Company’s original issue discount convertible debentures, with an original issuance date of December 24, 2019, as amended by amendment No. 1 thereto, dated May 28, 2020, amendment No. 2 thereto, dated August 21, 2020, and amendment No. 3 thereto, dated December 10, 2020, in the aggregate outstanding principal amount of $500,000. Pursuant to Amendment No. 4, the conversion price of the debentures was increased to $0.05 per share (subject to adjustment for stock splits, stock dividends, and similar transactions).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment No. 4 to Debenture between the Company and The Vantage Group Ltd. |
| 10.2 | Amendment No. 4 to Debenture between the Company and Berique Labs LLC |
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: January 19, 2021 | By: | /s/ Danil Pollack |
| Danil Pollack<br><br> <br>Chief Executive Officer |
2
Exhibit 10.1
AMENDMENT NO. 4 TO DEBENTURE
This Amendment No. 4 to Debenture (this “Amendment”) dated this 15th day of January, 2021, 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, in the outstanding principal amount of $100,000, with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, and Amendment No. 3 thereto, dated December10, 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:
- The last sentence of Section 1.1(a) of the Debenture is hereby amended and restated in its entirety to read as follows:
The Conversion Price will be equal to $0.05 (subject to adjustment in all cases for stock splits, stock dividends, and similar transactions).
Except as modified herein, the terms of the Debenture shall remain in full force and effect.
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/ Dani Pollack |
| Name: | Danil Pollack |
| Title: | Chief Executive Officer |
| THE VANTAGE GROUP LTD. | |
| --- | --- |
| By: | /s/ Lyle Hauser |
| Name: | Lyle Hauser |
| Title: | Chief Executive Officer |
Exhibit 10.2
AMENDMENTNO. 4 TO DEBENTURE
This Amendment No. 4 to Debenture (this “Amendment”) dated this 15th day of January, 2021, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and Berique Labs LLC, a Delaware corporation (the “Holder”).
WHEREAS, the Holder is the holder of an outstanding original issue discount convertible debenture of the Company, in the outstanding principal amount of $400,000, with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, and Amendment No. 3 thereto, dated December10, 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 last sentence of Section 1.1(a) of the Debenture is hereby amended and restated in its entirety to read as follows:
The Conversion Price will be equal to $0.05 (subject to adjustment in all cases for stock splits, stock dividends, and similar transactions).
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]
INWITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
BESPOKE EXTRACTS, INC.
| By: | /s/<br> Danil Pollack |
|---|---|
| Name: | Danil<br> Pollack |
| Title: | Chief<br> Executive Officer |
| BERIQUE LABS LLC | |
| By: | /s/<br> Ber Mitchell |
| Name: | Ber<br> Mitchell |
| Title: | Manager |