Item 1.01 Entry into a Material Definitive Agreement.

On August 11, 2022, Bespoke Extracts, Inc. (the "Company") and Bespoke Extracts Colorado, LLC ("Bespoke Colorado"), a wholly-owned subsidiary of the Company entered into an asset purchase agreement (the "Purchase Agreement") with Osiris, LLC doing business as Best Day Ever ("BDE") and Michael Gurtman. Pursuant to the Purchase Agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the Purchase Agreement. As consideration for the acquisition of the assets, the Company will issue 125,000,000 shares of common stock at the closing of the transaction.

Closing of the Purchase Agreement is subject to receipt of certain governmental approvals and other customary closing conditions.

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.

The foregoing description of the Purchase Agreement is qualified by reference to the full text of such document, which is filed as an exhibit to this report.




Item 8.01 Other Events.

On August 12, 2022, the Company issued a press release regarding the acquisition of assets of BDE. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Exhibit
10.1            Form of Purchase Agreement
99.1            Press Release
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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