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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