BSPK 8-K
Bespoke Extracts, Inc. (BSPK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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):
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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).
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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, 2026, Bespoke Extracts, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to its outstanding Senior Secured Promissory Notes originally issued in December 2024 (the “Notes”) with the holders thereof (the “Holders”). The Amendment was executed pursuant to Section 8 of the Notes, which permits amendment upon the consent of holders of a Simple Majority of the series’ outstanding principal, with such amendment binding upon all Holders.
Extension of Maturity Date. The Amendment extends the maturity date of the Notes from June 30, 2026 to August 14, 2026 (the “Extended Maturity Date”). All principal, accrued interest, and other obligations under the Notes shall be due and payable in full on the Extended Maturity Date.
Enhanced Interest Rate. For the period from July 1, 2026 through the Extended Maturity Date, the interest rate on the Notes is increased from 15% per annum to 17% per annum. All interest accrued through June 30, 2026 at the original rate of 15% per annum remains due and payable in accordance with the terms of the Notes.
Extension Fee — Share Issuance. As consideration for the extension, the Company agreed to issue to each Holder a number of shares of the Company’s common stock, par value $0.001 per share (the “Extension Shares”), equal in value to 10% of such Holder’s outstanding principal under the applicable Note. The number of Extension Shares issuable to each Holder will be calculated based on the 10-day volume-weighted average price (“VWAP”) of the Company’s common stock ending June 30, 2026. In the aggregate, the Company expects to issue 287,719 shares of Common Stock to the Holders in connection with the Amendment, representing 10% of $410,000 in aggregate outstanding principal, based on a 10-day VWAP of $0.1425 per share. The Extension Shares will be issued within 30 days of the date of the Amendment.
No Other Changes. Except as expressly amended by the Amendment, the Notes remain in full force and effect, including the senior secured status of the Notes and all related liens and security interests.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As of June 30, 2026, the aggregate outstanding principal amount of the Notes subject to the Amendment was $410,000. As amended, all obligations under the Notes, including principal and accrued interest at 17% per annum for the period July 1, 2026 through August 14, 2026 (and at 15% per annum for all prior periods), are due and payable in full on August 14, 2026. The Notes remain senior secured obligations of the Company.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Amendment, the Company expects to issue an aggregate of 287,719 shares of Common Stock to the Holders as Extension Shares, with an aggregate value of approximately $41,000, within 30 days of June 30, 2026. The Extension Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, based on the representations of the Holders that they are “accredited investors” as defined in Rule 501(a) of Regulation D. The Extension Shares will be unregistered and subject to applicable resale restrictions under the Securities Act. The Extension Shares will carry registration rights on the same terms as the Holders’ existing securities pursuant to the Securities Purchase Agreement entered into in connection with the original issuance of the Notes.
No underwriters were involved in the transaction, and no underwriting discounts or commissions were paid.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Form of First Amendment to Senior Secured Promissory Note (December 2024 Senior Secured Note), dated June 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 06, 2026 | By: | /s/ Michael Feinsod |
|
Michael Feinsod Chief Executive Officer | ||
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Exhibit 10.1
FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
(December 2024 Senior Secured Note)
This First Amendment (“Amendment”) is entered into as of June 30, 2026, by and between Bespoke Extracts, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of the Company’s Senior Secured Promissory Note originally issued in December 2024 (the “Note”).
WHEREAS, the Note bears interest at 15% per annum and matures June 30, 2026; and the Company and Holder wish to extend the maturity date, increase the interest rate for the extension period, and grant the Holder additional shares in consideration, pursuant to Section 8 of the Note, which permits amendment with Simple Majority consent binding on all holders of the series;
NOW, THEREFORE, the parties agree as follows:
| 1. | Extended Maturity Date |
The Note shall mature, and all principal, accrued interest, and other obligations shall be due and payable in full, on August 14, 2026 (the “Extended Maturity Date”), in lieu of June 30, 2026. All other repayment and acceleration terms remain unchanged.
| 2. | Enhanced Interest Rate |
For the period from July 1, 2026 through the Extended Maturity Date, the interest rate shall be 17% per annum (in lieu of 15%). All interest accrued through June 30, 2026 at 15% remains due and payable.
| 3. | Extension Shares |
The Company shall issue the Holder shares of Common Stock equal in value to 10% of the Holder’s outstanding principal, based on the 10-day VWAP ending June 30, 2026, within thirty days of this Amendment. The shares will be unregistered, issued under available exemptions from the Securities Act of 1933, and will carry registration rights on the same terms as the Holder’s existing securities under the Securities Purchase Agreement (“SPA”).
| 4. | No Other Changes |
Except as amended hereby, the Note remains in full force and effect, including its senior secured status and all related liens and security interests.
| 5. | Binding Effect |
This Amendment is executed pursuant to Section 8 of the Note. Upon execution by the Company and holders of a Simple Majority of the series’ outstanding principal, the amendments herein bind all holders of the series, whether or not they executed this Amendment.
| 6. | Miscellaneous |
This Amendment is governed by Nevada law, may be executed in counterparts (including electronic signature), and, together with the Note and SPA, constitutes the entire agreement as to its subject matter. If any provision is held invalid, the remainder shall continue in effect.
Summary of Amended Terms
| Term | Original | Amended | ||
| Maturity Date | June 30, 2026 | August 14, 2026 | ||
| Interest (7/1–8/14/26) | 15% | 17% | ||
| Extension Fee | None | 10% of principal in shares |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
COMPANY: BESPOKE EXTRACTS, INC.
| Signature | ||
| By: | Michael Feinsod | |
| Title: | Chairman, CEO and CFO | |
| Date: | ||
HOLDER:
| Signature | |
| Name: | |
| Original Principal Held: $____________ | |
| Note Reference No.:____________ | |
| Date: |