Item 3.02 Unregistered Sales of Equity Securities.

On March 28, 2022, Bespoke Extracts, Inc. (the "Company") issued and sold to investors an aggregate of 20,600,000 shares of common stock, and warrants to purchase an aggregate of 5,150,000 shares of common stock, for an aggregate purchase price of $103,000, pursuant to securities purchase agreements between the Company and the investors. The warrants have a term of one year and an exercise price of $0.05.

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 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Exhibit
10.1            Form of Purchase Agreement (incorporated by reference to 8-K filed
              January 3, 2022)
10.2            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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