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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): August 11, 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 1.01 Entry into a Material Definitive Agreement.

 

On August 11, 2022, Bespoke Extracts, Inc. (the “Company”) and Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), a wholly-owned subsidiary of the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the Purchase Agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the Purchase Agreement. As consideration for the acquisition of the assets, the Company will issue 125,000,000 shares of common stock at the closing of the transaction.

 

Closing of the Purchase Agreement is subject to receipt of certain governmental approvals and other customary closing conditions.

 

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.

 

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

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information under Item 1.01 is incorporated by reference into this Item 3.02.

 

Item 8.01 Other Events.

 

On August 12, 2022, the Company issued a press release regarding the acquisition of assets of BDE. A copy of the press release is attached as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Form of Purchase Agreement
99.1   Press Release
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: August 17, 2022 By: /s/ Michael Feinsod
    Michael Feinsod
    Chief Executive Officer

 

 

2

 

 

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