Current Report Filing (8-k)
November 08 2019 - 3:04PM
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):
November 6, 2019
Bespoke Extracts, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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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):
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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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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 November 6, 2019, Bespoke Extracts,
Inc. (the “Company”) entered into and closed a securities purchase agreement with an accredited investor, pursuant
to which, the Company issued and sold to the investor an original issue discount convertible debenture in the principal amount
of $200,000, for a purchase price of $100,000. The Company also issued to the investor 4,900,000 shares of common stock.
The debenture matures February 1, 2020
and is convertible into shares of common stock of the Company at a conversion price of $0.006. If the Company fails to repay the
debenture upon maturity, the conversion price will be reduced to $0.0001 and the debenture will bear interest at the rate of 9%
per year. The debenture may not be converted to common stock to the extent such conversion would result in the holder beneficially
owning more than 4.99% of the Company’s outstanding common stock.
The Company’s obligation to repay the
debenture upon maturity is secured by a security interest in the Company’s URLs pursuant to a security agreement between
the Company and the investor.
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 descriptions of the purchase
agreement, debenture, and security agreement are qualified by reference to the full text of such documents, which are filed as
exhibits to this report.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 is incorporated
by reference into this Item 2.03.
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: November 8, 2019
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By:
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/s/ Niquana Noel
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Niquana Noel
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Chief Executive Officer
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2
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