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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): March 28, 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 3.02 Unregistered Sales of Equity Securities.

 

On March 28, 2022, Bespoke Extracts, Inc. (the “Company”) issued and sold to investors an aggregate of 20,600,000 shares of common stock, and warrants to purchase an aggregate of 5,150,000 shares of common stock, for an aggregate purchase price of $103,000, pursuant to securities purchase agreements between the Company and the investors. The warrants have a term of one year and an exercise price of $0.05.

 

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Form of Purchase Agreement (incorporated by reference to 8-K filed January 3, 2022)
10.2   Form of Warrant (incorporated by reference to 8-K filed January 3, 2022)
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: April 1, 2022 By: /s/ Michael Feinsod
   

Michael Feinsod

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

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