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  4. [8-K] Bespoke Extracts, Inc. Reports Material Event

Bespoke Extracts (BSPK) extends $410K notes, issues 287,719 shares

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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Bespoke Extracts, Inc. extended the maturity of its senior secured notes and increased their cost. The company amended its December 2024 Senior Secured Promissory Notes to move the due date from June 30, 2026 to August 14, 2026, when all principal, interest and obligations become payable in full.

The interest rate on the notes rises from 15% to 17% per annum for the period from July 1, 2026 through August 14, 2026, while prior interest at 15% remains owed under existing terms. As an extension fee, Bespoke expects to issue 287,719 unregistered common shares, valued at about $41,000, equal to 10% of the $410,000 aggregate outstanding principal, based on a 10-day volume-weighted average price of $0.1425 per share.

The extension shares will be issued within 30 days of June 30, 2026 under private offering exemptions, will be subject to resale restrictions, and will carry registration rights consistent with the holders’ existing securities. The notes remain senior secured obligations of the company with all related liens and security interests intact.

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Insights

Bespoke pushes out a small secured debt but pays with higher interest and equity.

Bespoke Extracts amended its senior secured notes to defer repayment of $410,000 from June 30, 2026 to August 14, 2026. In exchange, noteholders receive a higher interest rate of 17% per annum for the extension period and an equity-based fee.

The company expects to issue 287,719 common shares valued at about $41,000, calculated as 10% of principal using a 10-day VWAP of $0.1425. This introduces incremental dilution for existing shareholders and modestly raises the company’s interest burden over the short extension window.

The notes remain senior secured obligations, so these creditors continue to sit at the top of the capital structure. Actual impact on investors depends on Bespoke’s ability to address or refinance the notes by the new August 14, 2026 maturity, as all obligations are then due in full.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Outstanding principal on notes $410,000 Aggregate principal as of June 30, 2026
Original interest rate 15% per annum Rate through June 30, 2026
Extended interest rate 17% per annum From July 1, 2026 to August 14, 2026
New maturity date August 14, 2026 Extended maturity of senior secured notes
Extension shares 287,719 shares Common stock issued as extension fee
Extension share value $41,000 Approximate aggregate value of extension shares
VWAP used for share calc $0.1425 per share 10-day VWAP ending June 30, 2026
Equity fee percentage 10% of principal Extension shares equal 10% of each holder’s principal
Senior Secured Promissory Notes financial
"entered into a First Amendment to its outstanding Senior Secured Promissory Notes originally issued in December 2024"
volume-weighted average price financial
"calculated based on the 10-day volume-weighted average price ("VWAP") of the Company’s common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended"
Rule 506(b) of Regulation D regulatory
"and/or Rule 506(b) of Regulation D promulgated thereunder, based on the representations of the Holders"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
accredited investors financial
"representations of the Holders that they are "accredited investors" as defined in Rule 501(a) of Regulation D"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
senior secured obligations financial
"The Notes remain senior secured obligations of the Company"
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FAQ

What debt did Bespoke Extracts (BSPK) amend in this 8-K filing?

Bespoke Extracts amended its Senior Secured Promissory Notes originally issued in December 2024. These notes had an aggregate outstanding principal of $410,000 as of June 30, 2026 and remain senior secured obligations with all related liens and security interests in place.

How did Bespoke Extracts (BSPK) change the maturity date of its notes?

The company extended the notes’ maturity date from June 30, 2026 to August 14, 2026. On this new extended maturity date, all principal, accrued interest and other obligations under the senior secured notes become fully due and payable by Bespoke Extracts.

What interest rate will Bespoke Extracts (BSPK) pay on the amended notes?

For the period from July 1, 2026 through August 14, 2026, the interest rate on the notes increases from 15% to 17% per annum. Interest accrued through June 30, 2026 at the original 15% rate remains payable under existing note terms.

How many extension shares will Bespoke Extracts (BSPK) issue to noteholders?

The company expects to issue an aggregate of 287,719 common shares as extension shares. This amount equals 10% of the $410,000 aggregate outstanding principal, calculated using a 10-day volume-weighted average price of $0.1425 per share ending June 30, 2026.

What is the approximate value of the extension shares issued by Bespoke Extracts (BSPK)?

The extension shares are valued at approximately $41,000 in total. This value reflects 10% of the $410,000 outstanding principal on the notes, using a 10-day volume-weighted average share price of $0.1425 as of June 30, 2026.

Under what exemptions will Bespoke Extracts (BSPK) issue the extension shares?

The extension shares will be issued without registration in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, based on holder representations that they are accredited investors under Rule 501(a) of Regulation D.

Will the Bespoke Extracts (BSPK) extension shares be freely tradable?

No. The extension shares will be unregistered and subject to applicable resale restrictions under the Securities Act. They will, however, carry registration rights on the same terms as the holders’ existing securities under the original securities purchase agreement.

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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): June 30, 2026

 

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 Unit 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))

 

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 June 30, 2026, Bespoke Extracts, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to its outstanding Senior Secured Promissory Notes originally issued in December 2024 (the “Notes”) with the holders thereof (the “Holders”). The Amendment was executed pursuant to Section 8 of the Notes, which permits amendment upon the consent of holders of a Simple Majority of the series’ outstanding principal, with such amendment binding upon all Holders.

 

Extension of Maturity Date. The Amendment extends the maturity date of the Notes from June 30, 2026 to August 14, 2026 (the “Extended Maturity Date”). All principal, accrued interest, and other obligations under the Notes shall be due and payable in full on the Extended Maturity Date.

 

Enhanced Interest Rate. For the period from July 1, 2026 through the Extended Maturity Date, the interest rate on the Notes is increased from 15% per annum to 17% per annum. All interest accrued through June 30, 2026 at the original rate of 15% per annum remains due and payable in accordance with the terms of the Notes.

 

Extension Fee — Share Issuance. As consideration for the extension, the Company agreed to issue to each Holder a number of shares of the Company’s common stock, par value $0.001 per share (the “Extension Shares”), equal in value to 10% of such Holder’s outstanding principal under the applicable Note. The number of Extension Shares issuable to each Holder will be calculated based on the 10-day volume-weighted average price (“VWAP”) of the Company’s common stock ending June 30, 2026. In the aggregate, the Company expects to issue 287,719 shares of Common Stock to the Holders in connection with the Amendment, representing 10% of $410,000 in aggregate outstanding principal, based on a 10-day VWAP of $0.1425 per share. The Extension Shares will be issued within 30 days of the date of the Amendment.

 

No Other Changes. Except as expressly amended by the Amendment, the Notes remain in full force and effect, including the senior secured status of the Notes and all related liens and security interests.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

As of June 30, 2026, the aggregate outstanding principal amount of the Notes subject to the Amendment was $410,000. As amended, all obligations under the Notes, including principal and accrued interest at 17% per annum for the period July 1, 2026 through August 14, 2026 (and at 15% per annum for all prior periods), are due and payable in full on August 14, 2026. The Notes remain senior secured obligations of the Company.

 

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Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Pursuant to the Amendment, the Company expects to issue an aggregate of 287,719 shares of Common Stock to the Holders as Extension Shares, with an aggregate value of approximately $41,000, within 30 days of June 30, 2026. The Extension Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, based on the representations of the Holders that they are “accredited investors” as defined in Rule 501(a) of Regulation D. The Extension Shares will be unregistered and subject to applicable resale restrictions under the Securities Act. The Extension Shares will carry registration rights on the same terms as the Holders’ existing securities pursuant to the Securities Purchase Agreement entered into in connection with the original issuance of the Notes.

 

No underwriters were involved in the transaction, and no underwriting discounts or commissions were paid.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits – The following exhibits are filed as part of this report:

 

Exhibit No.   Description of Exhibit
     
10.1   Form of First Amendment to Senior Secured Promissory Note (December 2024 Senior Secured Note), dated June 30, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: July 06, 2026 By: /s/ Michael Feinsod
   

Michael Feinsod

Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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