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): April 22, 2019
| 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.) |
323 Sunny Isles Boulevard, Suite 700
Sunny Isles 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):
| ☐ | 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)) |
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 April 22, 2019, Bespoke Extracts, Inc. (the “Company”) entered into an exchange agreement with McGlothlin Holdings, Ltd. (“McGlothlin”). Pursuant to the exchange agreement, McGlothlin exchanged convertible debentures of the Company, in the original principal amounts of $540,000 and $120,000, respectively, and 1,000,000 warrants to purchase shares of common stock of the Company, for an aggregate of 11,000,000 newly issued shares of common stock of the Company.
On April 22, 2019, the Company entered into an exchange agreement with Alneil Associates (“Alneil”). Pursuant to the exchange agreement, Alneil exchanged a convertible debenture of the Company, in the original principal amount of $180,000, and 300,000 warrants to purchase shares of common stock of the Company, for an aggregate of 3,000,000 newly issued shares of common stock of the Company.
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 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Exchange Agreement between the Company and McGlothlin |
| 10.2 | Exchange Agreement between the Company and Alneil |
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: April 23, 2019 | By: | /s/ Niquana Noel |
Niquana Noel Chief Executive Officer | ||
2
Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 22nd day of April, 2019, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and McGlothlin Holdings, Ltd. (the “Holder”).
W I T N E S S E T H:
WHEREAS, the Holder is the holder of a (i) convertible debenture of the Company, in the original principal amount of $540,000, issued on or about April 11, 2017 (the “April 2017 Debenture”), (ii) convertible debenture of the Company, in the original principal amount of $120,000, issued on or about December 13, 2017 (the “December 2017 Debenture,” and collectively with the April 2017 Debenture, the “Debentures”), and (iii) 1,000,000 warrants to purchase shares of the Company’s common stock, issued in connection with the Debentures (the “Warrants”);
WHEREAS, the Company and the Holder desire to have the Holder exchange the Debentures and Warrants for newly issued shares of common stock of the Company, subject to the terms and conditions set forth herein;
WHEREFORE, the parties do hereby agree as follows:
1. Effective upon the execution of this Agreement, the Holder will exchange the (i) Debentures (including, without limitation, all outstanding principal and interest thereon), and (ii) Warrants, for 11,000,000 newly issued shares of common stock of the Company (the “Shares”). Without limiting the generality of the foregoing, effective upon the execution of this Agreement, the (i) Debentures (including, without limitation, all outstanding principal and interest thereon) and (ii) Warrants, will automatically be deemed cancelled, and the Company shall issue the Shares to the Holder.
2. The Holder represents and warrants to the Company that (i) it is the sole record and beneficial owner of the Debentures and Warrants and holds such Debentures and Warrants free and clear of all liens, (ii) it understands that the Shares it will acquire hereunder are restricted securities within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), have not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to an effective registration statement or an available exemption therefrom, and (iii) Holder is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares..
3. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Agreement and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.
5. This Agreement 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 Agreement. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| BESPOKE EXTRACTS, INC. | ||
| By: | /s/ Niquana Noel | |
| Name: | Niquana Noel | |
| Title: | Chief Executive Officer | |
| MCGLOTHLIN HOLDINGS, LTD. | ||
| By: | /s/ Stan McGlothlin | |
| Name: | Stan McGlothlin | |
| Title: | ||
Exhibit 10.2
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) dated this 22nd day of April, 2019, by and among Bespoke Extracts, Inc., a Nevada corporation (the “Company”) and Alneil Associates (the “Holder”).
W I T N E S S E T H:
WHEREAS, the Holder is the holder of a (i) convertible debenture of the Company, in the original principal amount of $180,000, issued on or about September 18, 2017 (the “Debenture”) and (ii) warrants to purchase 300,000 shares of common stock of the Company issued in connection with the Debenture (the “Warrants”);
WHEREAS, the Company and the Holder desire to have the Holder exchange the Debenture and Warrants for newly issued shares of common stock of the Company, subject to the terms and conditions set forth herein;
WHEREFORE, the parties do hereby agree as follows:
1. Effective upon the execution of this Agreement, the Holder will exchange the (i) Debenture (including, without limitation, all outstanding principal and interest thereon), and (ii) Warrants, for 3,000,000 newly issued shares of common stock of the Company (the “Shares”). Without limiting the generality of the foregoing, effective upon the execution of this Agreement, the (i) Debenture (including, without limitation, all outstanding principal and interest thereon) and (ii) Warrants will automatically be deemed cancelled, and the Company shall issue the Shares to the Holder.
2. The Holder represents and warrants to the Company that (i) it is the sole record and beneficial owner of the Debenture and Warrants and holds such Debenture and Warrants free and clear of all liens, (ii) it understands that the Shares it will acquire hereunder are restricted securities within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), have not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to an effective registration statement or an available exemption therefrom, and (iii) Holder is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares..
3. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Holder and Company hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the County of New York over any dispute relating to this Agreement and Company and Holder each hereby irrevocably agree that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.
5. This Agreement 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 Agreement. A signature delivered by facsimile shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| BESPOKE EXTRACTS, INC. | ||
| By: | /s/ Niquana Noel | |
| Name: | Niquana Noel | |
| Title: | Chief Executive Officer | |
| ALNEIL ASSOCIATES | ||
| By: | /s/ Neil Tobias | |
| Name: | ||
| Title: | ||