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 theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 19, 2024
| 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 File Number) | (IRS Employer <br><br>Identification No.) |
12001 E.33rd Ave Suite
O
Aurora, CO 80010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(720) 949-1143
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 February 19, 2025, Bespoke Extracts Colorado, LLC (the “Bespoke Colorado”), a wholly owned subsidiary of the Company, entered into an Agreement for Conversion of Amounts Owed to Promissory Note and Agreement to Amend Lease (the “Agreement”) with WL Holdings, Ltd (the “Landlord”). The Agreement relates to that certain lease dated December 2, 2021 (the “Lease”) between Bespoke Colorado and WL Holdings, Ltd as previously disclosed in the Company’s Current Report on Form 8-K filed on December 2, 2021.
Under the Agreement, the Bespoke Colorado and the Landlord agreed to:
Convert $169,000 of unpaid rent owed by the Bespoke Colorado to the Landlord as of December 31, 2024, into a promissory note issued by the Bespoke Colorado to the Landlord.
Extinguish certain promissory notes previously issued by WL Holdings, Ltd to the Company, effective December 31, 2024.
Amend the Lease, effective January 1, 2025 by reducing the Base Rent to $4,000 per month.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Agreement.
Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 19, 2025, pursuant to the Agreement described in Item 1.01 above, Bespoke Colorado issued a promissory note (the “Note”) to WL Holdings, LTD in the principal amount of $169,000. The Note reflects the conversion of $169,000 in unpaid rent owed by Bespoke Colorado to the Landlord under the Lease.
Key terms of the Note include:
Maturity Date: The principal balance and accrued interest are due and payable on December 31, 2030.
Interest Rate: Interest accrues at an annual rate of 10% per annum from December 31, 2024, payable monthly in arrears on the last day of each month.
A copy of the Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 10.1 | Agreement |
| 10.2 | Promissory Note |
| 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: February 19, 2024 | By: | /s/ Michael Feinsod |
| Michael Feinsod | ||
| Chief Executive Officer |
2
Exhibit 10.1
Agreement for Conversion of Amounts Owed toPromissory Note and Agreement to Amend Lease
This Agreement is made effective as of December 31, 2024 between WL Holdings, LTD ("Landlord") and Bespoke Extracts Colorado, LLC ("the Company").
WHEREAS:
The Company and the Landlord are both parties to that certain lease dated December 2, 2021 (the "Lease"):
The Company is the holder of certain promissory Notes issued by WL Holdings, Ltd
The Company owes the Landlord the sum of $169,000 as of December 31, 2024.
The Landlord and Company mutually desire to amend and restate the amounts owed between the two parties and convert all amounts into a promissory note to be paid by the Company to the Landlord under the following terms:
AGREEMENT:
| 1. | Conversion of all amounts owed to Promissory Note: The sum<br>of $169,000; owed by the Tenant for all items oustanding shall be converted into a promissory note, in the form attached hereto as Exhibit<br>A. |
|---|---|
| 2. | Effective as of December 31, 2024, the WL Holdings promissory<br>notes are extinguished; |
| --- | --- |
| 3. | Effective as of December 31, 2024, the Lease is modified as<br>follows: |
| --- | --- |
| a. | Section 2.4 (a) (iii) is deleted and replaced with |
| --- | --- |
| i. | “Beginning January 1, 2025, the Base Rent shall be $4,000.00” |
| --- | --- |
| 4. | Entire Agreement: This document constitutes the entire agreement<br>between the parties and supersedes all prior understandings, whether written or oral, regarding the subject matter herein. |
| --- | --- |
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.
| WL Holdings, Ltd | Bespoke Extracts Colorado, LLC |
|---|---|
| /s/ | /s/ |
| February 19, 2025 |
Exhibit 10.2
PROMISSORY NOTE
Principal Amount: $169,000
WHEREAS:
Bespoke Extracts Colorado, LLC (the “Company”) and WL Holdings, LTD (“Holder”) are both parties to that certain lease dated December 2, 2021 (the “Lease”).
The Company is currently indebted to the Holder for the total amount of $169,000 and promises to pay such amount to the Holder.
The Holder has agreed to accept this Note in cancellation and replacement of the $169,000 unpaid rent due as of December 31, 2024.
FOR VALUE RECEIVED, Bespoke Extracts Colorado, LLC (the “Company”) promises to pay to the order of WL Holdings, LTD (“Holder”) the principal sum of $169,000.00, together with interest as provided herein.
| 1. | Maturity: The principal balance of this Note and accrued<br>interest shall be due and payable on December 31, 2030 (the “Maturity Date”). |
|---|---|
| 2. | Interest: Interest shall accrue on the unpaid principal amount<br>of this Note at an annual rate of 10% per annum from the date of this Note and shall be paid quarterly in arrears on the last day of<br>each month. |
| --- | --- |
| 3. | Prepayment: The Company may prepay this Note, in whole or<br>in part, at any time without penalty. Payments made prior to the Maturity Date shall be applied first to accrued but unpaid interest<br>and then to the unpaid principal balance of this Note. |
| --- | --- |
| 4. | Waiver: The Company hereby waives presentment, demand for<br>payment, notice of dishonor, protest, and notice of protest of this Note, and shall pay all costs of collection when incurred, including,<br>without limitation, reasonable attorneys’ fees, costs, and other expenses. The Company also waives the right to plead any and all<br>statutes of limitation as a defense to any demands hereunder to the fullest extent permitted by law. |
| --- | --- |
| 5. | Payment Address: Payments shall be made to the Holder at<br>its address on file or as otherwise directed in writing by the Holder. |
| --- | --- |
| 6. | Governing Law: This Note shall be governed by and construed<br>in accordance with the laws of the State of Colorado without giving effect to principles of conflicts of law. |
| --- | --- |
| 7. | Assignment: This Note may not be assigned or sold without<br>the written consent of the Company, which consent shall not be unreasonably withheld. |
| --- | --- |
IN WITNESS WHEREOF, the Company has executed this Promissory Note as of the date first above written.
| Bespoke Extracts Colorado, LLC |
|---|
| By: |
Acknowledged:
| WL HOLDINGS, LTD | |
|---|---|
| By: | Roxanne Burns, Manager |