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): ~~December~~February 1819, 2024

Bespoke Extracts, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-52759		20-4743354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12001 E.33rd Ave Suite O

Aurora, CO 80010

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (720-) 949-1143)

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) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ~~December~~February 1819, ~~2024~~2025, Bespoke Extracts Colorado, ~~Inc.~~LLC (the “~~Company~~Bespoke Colorado”) ~~and~~, ~~several~~a ~~non-affiliated~~wholly ~~accredited~~owned ~~investors~~subsidiary ~~(each~~of athe ~~“Purchaser”~~Company, ~~collectively “Purchasers”)~~ entered into ~~and~~an ~~closed~~Agreement ~~securities~~for ~~purchase~~Conversion ~~agreements~~of ~~(the~~Amounts ~~“Purchase~~Owed ~~Agreement”), pursuant~~ to ~~which~~Promissory ~~the Company issued~~Note and ~~sold~~Agreement to ~~each~~Amend ~~Purchaser~~Lease ~~a 15% senior secured promissory note~~ (the “~~Notes~~Agreement”) ~~and~~with ~~the~~WL ~~accompanying warrants (the “Warrants”)~~Holdings, ~~including~~ aLtd ~~warrant~~ (the “~~December 2024 Warrant~~Landlord”). The ~~Notes~~Agreement ~~are~~relates ~~senior in terms of priority on liquidation~~ to ~~all~~ ~~other~~that ~~existing~~certain ~~debt~~lease ~~obligations~~dated ofDecember ~~the~~2, ~~Company.~~2021 ~~The~~(the ~~Notes~~“Lease”) ~~have~~between aBespoke ~~maturity~~Colorado ~~date~~and ofWL ~~June 30~~Holdings, ~~2026. The~~Ltd ~~Company~~as ~~sold~~previously ~~an aggregate amount~~disclosed ~~of $310,000~~ in ~~Notes~~the ~~and~~Company’s ~~issued~~Current anReport ~~aggregate~~on ofForm ~~930,00~~8-K ~~December~~filed ~~2024~~on ~~Warrants. Each~~ December ~~2024~~2, ~~Warrant is exercisable at a price of $0~~2021.~~062 per share for a period of two years.~~

~~The~~Under ~~Company~~the ~~took in $175~~Agreement,~~000~~ ofthe ~~new~~Bespoke ~~funds~~Colorado and ~~certain existing holders of approximately $135,000 of Company’s outstanding indebtedness rolled over their obligations into~~ the ~~Notes~~Landlord ~~and~~agreed ~~Warrants. The proceeds will be utilized for working capital including potential acquisitions.~~to:

~~The~~Convert ~~foregoing~~$169,000 ~~description~~ of ~~the~~unpaid ~~Notes~~rent ~~does~~owed ~~not purport to be complete and is qualified in its entirety~~ by ~~reference to~~ the ~~full~~Bespoke ~~text~~Colorado ofto the Landlord ~~Purchase~~as ~~Agreement, the Form~~ of ~~Promissory Note and the Form of~~ December ~~2024~~31, ~~Warrant~~2024, ~~which~~into ~~are~~a ~~filed~~promissory asnote ~~Exhibit~~issued ~~10.1,~~by ~~10.2~~the ~~and~~Bespoke ~~10.3~~Colorado to ~~this~~the ~~Current Report on Form 8-K and are incorporated herein by reference~~Landlord.

~~The~~Extinguish ~~foregoing~~certain ~~description~~promissory ofnotes ~~the~~previously ~~Notes~~issued ~~does~~by ~~not~~WL ~~purport to be complete~~Holdings, ~~and~~Ltd ~~is qualified in its entirety by reference~~ to the ~~full text of the Purchase Agreement~~Company, ~~the~~effective ~~Form~~December ~~of Note and the Form of Warrant~~31, ~~which are filed as Exhibit 10~~2024.~~1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.~~

~~The~~Amend ~~capitalized~~the ~~terms~~Lease, ~~used~~effective ~~herein~~January ~~without~~1, ~~definition~~2025 ~~shall~~by ~~have~~reducing the ~~meanings~~ ~~assigned~~Base Rent to ~~them~~$4,000 inper ~~the Purchase Agreement~~month.

~~Item~~A 2copy of the Agreement is filed as Exhibit 10.031 ~~Creation~~to ofthis aCurrent ~~Direct~~Report on ~~Financial~~Form ~~Obligation~~8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Agreement.

~~The~~Item ~~information~~2.03 ~~under~~Creation ~~Item~~of ~~1.01~~a isDirect ~~incorporated~~Financial byObligation ~~reference~~or ~~into~~an ~~this Item~~Obligation ~~2.03.~~under an Off-Balance Sheet Arrangement of a Registrant

On February 19, 2025, pursuant to the Agreement described in Item 31.0201 ~~Unregistered~~above, ~~Sales~~Bespoke Colorado issued a promissory note (the “Note”) to WL Holdings, LTD in the principal amount of ~~Equity~~$169,000. ~~Securities~~The Note reflects the conversion of $169,000 in unpaid rent owed by Bespoke Colorado to the Landlord under the Lease.

~~The~~Key ~~information~~terms ~~under~~of ~~Item~~the ~~1.01~~Note ~~is incorporated by reference into this Item 3.02.~~include:

Maturity Date: The principal balance and accrued interest are due and payable on December 31, 2030.

Interest Rate: Interest accrues at an annual rate of 10% per annum from December 31, 2024, payable monthly in arrears on the last day of each month.

A copy of the Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Note.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
10.1		~~Form of Purchase~~ Agreement
10.2		~~Form~~Promissory of Note
10.3		Form of Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Bespoke Extracts, Inc.
Date: December 26, 2024	By:	/s/ Michael Feinsod
Date: February 19, 2024	By:	/s/ Michael Feinsod
		Michael Feinsod Chief Executive Officer
		Michael Feinsod
		Chief Executive Officer

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