Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2022, Bespoke Extracts Colorado, LLC ("Bespoke Colorado"), a
wholly-owned subsidiary of Bespoke Extracts, Inc. (the "Company") entered into
amendment No. 2 to the asset purchase agreement, dated December 2, 2021, between
Bespoke Colorado and WonderLeaf, LLC. Pursuant to the amendment, the
"Termination Date" under the asset purchase agreement was extended to August 30,
2022.
Item 3.02 Unregistered Sales of Equity Securities.
From May 23, 2022 to June 30, 2022, the Company issued and sold to investors an
aggregate of 18,440,000 shares of common stock and warrants to purchase an
aggregate of 4,610,000 shares of common stock, for an aggregate purchase price
of $92,200, pursuant to securities purchase agreements between the Company and
the investors. The warrants have an exercise price of $0.05 and expire June 30,
2023. The investors included Infinity Management, LLC ("Infinity"), which
purchased 8,000,000 shares of common stock, and warrants to purchase 2,000,000
shares of common stock, for an aggregate purchase price of $40,000. The
Company's chief executive officer, Michael Feinsod, is the managing member of
Infinity.
The Company also extended the expiration date of its previously issued warrants
with an exercise price of $0.05 to June 30, 2023.
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 7, 2022, the Company adopted an amendment to the Company's bylaws. The
amendment added provisions to address potential unsuitable or prohibited
beneficial owners in connection with licensing requirements which require shares
to be subject to redemption to prevent loss of or to reinstate any license. The
Company adopted the amendment to comply with Colorado cannabis licensing
requirements
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
3.1 Amendment No.1 to Bylaws
10.1 Amendment No. 2 to Asset Purchase Agreement
10.2 Form of Purchase Agreement (incorporated by reference to 8-K filed
January 3, 2022)
10.3 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)
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