Bespoke Extracts Enters into Securities Purchase Agreements with Accredited Investors

On December 18, 2024, Bespoke Extracts, Inc. (OTCMKTS:BSPK) announced that it had entered into securities purchase agreements with several non-affiliated accredited investors, collectively referred to as the “Purchasers”. These agreements resulted in the issuance and sale of 15% senior secured promissory notes (the “Notes”) and accompanying warrants (the “Warrants”), including a specific warrant known as the “December 2024 Warrant”.

The Notes issued by the company are senior in priority on liquidation compared to all other existing debt obligations. With a maturity date set for June 30, 2026, the company raised a total of $310,000 through the sale of Notes and issued 930,000 December 2024 Warrants. Each December 2024 Warrant is exercisable at $0.062 per share over a two-year period.

In this financing round, Bespoke Extracts secured $175,000 in new funds while existing holders of approximately $135,000 of the company’s outstanding debt chose to convert their obligations into the Notes and Warrants. The proceeds from this funding are slated to be utilized for working capital requirements, as well as potentially for future acquisitions.

It is important to note that the details provided about the Notes are not exhaustive and are subject to the terms and conditions of the Purchase Agreement, the Form of Promissory Note, and the Form of December 2024 Warrant, all of which are included as exhibits within Bespoke Extracts’ Form 8-K filing.

Moreover, this financial arrangement suggests a strategic move by Bespoke Extracts to bolster its working capital and potentially lay the groundwork for future growth opportunities. By engaging with accredited investors, the company aims to chart a path towards sustained development within the industry.

Bespoke Extracts, as an emerging growth company, continues to focus on bolstering its financial position and maximizing opportunities for expansion within the market.

### Item 1.01 Entry into a Material Definitive Agreement

On December 18, 2024, Bespoke Extracts, Inc. (the “Company”) and several non-affiliated accredited investors (each a “Purchaser”, collectively “Purchasers”) entered into and closed securities purchase agreements (the “Purchase Agreement”), pursuant to which the Company issued and sold to each Purchaser a 15% senior secured promissory note (the “Notes”) and the accompanying warrants (the “Warrants”), including a warrant (the “December 2024 Warrant”). The Notes are senior in terms of priority on liquidation to all other existing debt obligations of the Company. The Notes have a maturity date of June 30, 2026. The Company sold an aggregate amount of $310,000 in Notes and issued an aggregate of 930,00 December 2024 Warrants. Each December 2024 Warrant is exercisable at a price of $0.062 per share for a period of two years.

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

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Form of Promissory Note and the Form of December 2024 Warrant, which are filed as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Form of Note and the Form of Warrant, which are filed as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The capitalized terms used herein without definition shall have the meanings assigned to them in the Purchase Agreement.

### Item 2.03 Creation of a Direct Financial Obligation

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

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

This current report demonstrates Bespoke Extracts’ commitment to fortifying its financial standing and exploring potential growth avenues, aligning with the company’s strategic objectives for the future market landscape.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bespoke Extracts’s 8K filing here.

Bespoke Extracts Company Profile

Bespoke Extracts, Inc provides hemp-derived cannabidiol (CBD) products. The company offers CBD formulations, including manuka honey and in the form of lotions and balms. It offers its products through its direct to consumers e-commerce store bespokeextracts.com. The company was formerly known as DiMi Telematics International, Inc and changed its name to Bespoke Extracts, Inc in March 2017.