Current Report Filing (8-k)
April 23 2019 - 02:13PM
Edgar (US Regulatory)
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
|
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20-4743354
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(State or other jurisdiction
of incorporation)
|
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(Commission
File Number)
|
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(IRS Employer
Identification No.)
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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)
|
☐
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
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.
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Bespoke Extracts, Inc.
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Date: April 23, 2019
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By:
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/s/
Niquana Noel
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Niquana
Noel
Chief
Executive Officer
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2
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