8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

323Sunny Isles Boulevard, Suite 700

SunnyIsles 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):

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.  ☐

Item1.01 Entry into a Material Definitive Agreement.

On April 23, 2020, Bespoke Extracts, Inc. (the “Company”) entered into an amendment to the security agreement, dated December 24, 2019 (the “Security Agreement Amendment”), between the Company and the holder of the Company’s original issue discount convertible debenture, dated December 24, 2019 (the “Debenture”).

Pursuant to the Security Agreement Amendment, the collateral under the security agreement was amended to be the Company’s URLs. The Security Agreement Amendment was entered into with The Vantage Group Ltd. (“Vantage”), as the purchaser of the Debenture from the original holder. Vantage is owned by Lyle Hauser, an adviser to the Company and formerly a significant stockholder of the Company.

The foregoing description of the Security Agreement Amendment is qualified by reference to the full text of such document, which is filed as an exhibit to this report.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

2

Exhibit 10.1

AMENDMENT NO. 1 TO SECURITY AGREEMENT

This Amendment No. 1 to Security Agreement (this “Amendment”) dated this 23rd day of April, 2020, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and The Vantage Group Ltd., a Delaware corporation (the “Holder”).

WHEREAS, the Holder, as purchaser from the original holder of an original issue discount convertible debenture of the Company, dated December 24, 2019, secured under a security agreement dated December 24, 2019 (the “Security Agreement”), and the Company are party to the Security Agreement;

WHEREAS, the Company and the Holder desire to amend the Security Agreement as more particularly set forth below;

WHEREFORE, the parties do hereby agree as follows:

1. Section 1(a) of the Security Agreement is hereby amended and restated to read as follows:

(a) “Collateral” means all of the Company’s right title and interest to the URLs set forth on Schedule A hereto.

2. Except as modified herein, the terms of the Security Agreement 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.

Exhibit A

URL’s constituting Collateral