Captainandy
4年前
#BSPK: Bespoke Extracts to Acquire Colorado Based Wonderleaf, LLC...
https://bespokeextracts.com/
https://twitter.com/bespokecbd?lang=en
https://www.globenewswire.com/news-release/2021/12/02/2345177/0/en/Bespoke-Extracts-to-Acquire-Colorado-Based-Wonderleaf-LLC.html
Bespoke Extracts to Acquire Colorado Based Wonderleaf, LLC
December 02, 2021 09:14 ET | Source: Bespoke Extracts, Inc.
...
Transaction provides Bespoke with a licensed marijuana infused production facility in Colorado.
DENVER, Colorado., Dec. 02, 2021 (GLOBE NEWSWIRE) --
Bespoke Extracts, Inc. (OTC: BSPK) ("Bespoke" or the "Company"), a company focusing on consumer products in CBD and regulated cannabis, today signed definitive documents to acquire the assets of Wonderleaf, LLC ("Wonderleaf"), a licensed marijuana infused products manufacturer in Denver, Colorado. This will mark Bespoke’s entry into the regulated cannabis business. The proposed transaction includes a lease for Wonderleaf’s existing extraction facility and the purchase by Bespoke of all of the assets of the business. Bespoke is acquiring the rights to Wonderleaf’s award winning CO2 extraction products and its line of infused topicals. The Company anticipates launching several other extraction products immediately after closing the transaction. Wonderleaf’s products are guided by a commitment to consistency, quality and accessibility.
Total consideration for the proposed acquisition is approximately $225,000. Total consideration is to be paid 100% in Bespoke common shares. Bespoke will issue 2,500,000 shares as a deposit, and an additional $150,000 of shares at closing according to the daily volume weighted average price of Bespoke common stock for the 30 consecutive trading days prior to closing.
Michael Feinsod, Executive Chairman and CEO of Bespoke, stated, "The acquisition of Wonderleaf provides Bespoke with an established business at commercial scale and will establish our foothold in the $2.5 billion Colorado cannabis market. We believe this transaction furthers our strategy of entering the cannabis market with businesses that will potentially provide healthy margins and profitability. We plan to work with preferred cannabis farms in Colorado to produce exceptional, small-batch, craft products.”
Hunter Garth, CSO of Bespoke, commented, "The acquisition of Wonderleaf will mark Bespoke’s entry into regulated cannabis. Our experience in the Colorado market positioned the Company to identify and acquire this top-quality brand. We plan to utilize the Wonderleaf assets to execute our strategy of producing some of the highest quality cannabis and CBD products in the country. We believe our expertise in the Colorado market positions Bespoke to rapidly enter the state extracted and infused products market. We plan to actively explore other opportunities to expand in state regulated cannabis markets.”
The proposed transaction has been unanimously approved by the Bespoke board of directors and is expected to close upon receipt of state and local regulatory approvals and satisfaction of other customary closing conditions.
About Bespoke Extracts, Inc.
Bespoke Extracts, Inc operates with the belief that quality craft cannabis and CBD products should be easily and conveniently accessible. We intend to be a company known for quality, expertise and reliability, producing the highest quality products in the markets where we operate. Bespoke trades on the OTC market under the symbol BSPK. For more information, please visit https://bespokeextracts.com.
Forward Looking Statements
Matters discussed in this press release contain forward-looking statements. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products in the marketplace, and our need to increase the size of our organization. Further information on the Company's risk factors is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law.
Investor Contact:
Bespoke Extracts, Inc.
Michael Feinsod
michael@bespokeextracts.com
Timing101
5年前
Well , filing out today , CEO (old) is out of there.
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We have some qualified folks coming in , new CEO an attorney also
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CHANGE OF CONTROL 8-K from last week. SEC Filing
https://www.otcmarkets.com/filing/html?id=15311681&guid=ojbwkFQ01_6YOth
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Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2021, Bespoke Extracts, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Danil Pollack (the Company’s chief executive officer) (the “Seller”), and Infinity Management, LLC, a Delaware limited liability company (the “Buyer”). Pursuant to the Purchase Agreement, the Seller agreed to sell to the Buyer, and the Buyer agreed to purchase from the Seller, 50,000,000 shares of the common stock of the Company and one (1) share of Series C preferred stock of the Company (the “Preferred Stock”) for cash consideration of $40,000, as well as other consideration specified below (the “Transaction”). The Preferred Stock the Buyer will acquire represents fifty-one percent (51%) of the voting power of the Company’s capital stock, and therefore the Transaction will result in a change-in-control of the Company.
The Purchase Agreement further provides that, as part of the Transaction, the Buyer will make a capital contribution to the Company of $4,792.29 to cover payment of the amounts due to certain creditors of the Company, as set forth in the Purchase Agreement.
The closing of the Transaction is subject to certain conditions set forth in the Purchase Agreement, including the mailing and filing of a Schedule 14F-1 with the Securities and Exchange Commission, at least 10 days prior to the closing, in accordance with Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
In connection with the Purchase Agreement, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out.
Mr. Michael Feinsod, the managing member of the Buyer, will have voting and dispositive power over the shares of common stock and the one share of Preferred Stock that will be transferred pursuant to the Purchase Agreement. At the closing of the Transaction, Mr. Feinsod will assume the positions of chief executive officer (“CEO”) and chairman of the board of directors of the Company (the “Board”). In addition to his duties to the Company, Mr. Feinsod is the managing member of Infinity Capital, LLC, an investment management company he founded in 1999. Mr. Feinsod was executive chairman of the board of General Cannabis from August 2014 through July 2020, and was a director of The Kingstone Companies, Inc. from 2008 through June 2015. From 2006 through 2013, he served in various executive positions at Ameritrans Capital Corporation, a business development company. Mr. Feinsod served as a director of Ameritrans from December 2005 until July 2013 and served as a director of its subsidiary, Elk Associates Funding Corporation, from December 2005 until April 2013. Previously, Mr. Feinsod served as an investment analyst and portfolio manager at Mark Boyar & Company, Inc. Mr. Feinsod is admitted to practice law in New York and served as an associate in the Corporate Law Department of Paul, Hastings, Janofsky & Walker LLP. Mr. Feinsod holds a J.D. from Fordham University School of Law and a B.A. from George Washington University.
1
In addition to Mr. Feinsod, at the closing of the Transaction, Mr. Hunter Garth will be appointed as a director, as well as chief strategy officer of the Company. Mr. Garth most recently was the vice president of corporate development for General Cannabis Corporation from January 2019 to July 2020, a position in which he was responsible for developing and sourcing M&A activity in the cannabis industry. Prior to that, he was the managing director of Iron Protection Group, a security company that he founded in 2013 and sold in March 2015 to General Cannabis Corporation. Mr. Garth served in the U.S. Marine Corps from October 2008 to October 2012 in multiple roles, including infantry squad leader and instructor with the USMC Special Operations Training Group. Mr. Garth attended the University of West Florida.
In connection with the foregoing, effective at the closing of the Transaction, the Seller will resign as president, CEO and chief financial officer of the Company, as well as a member of the Board.
The foregoing descriptions of the Purchase Agreement and Debt Cancellation Agreement are qualified by reference to the full text of such documents, which are filed as exhibits to this report.
Laster
5年前
On October 28, 2021, Bespoke Extracts, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Danil Pollack (the Company’s chief executive officer) (the “Seller”), and Infinity Management, LLC, a Delaware limited liability company (the “Buyer”). Pursuant to the Purchase Agreement, the Seller agreed to sell to the Buyer, and the Buyer agreed to purchase from the Seller, 50,000,000 shares of the common stock of the Company and one (1) share of Series C preferred stock of the Company (the “Preferred Stock”) for cash consideration of $40,000, as well as other consideration specified below (the “Transaction”). The Preferred Stock the Buyer will acquire represents fifty-one percent (51%) of the voting power of the Company’s capital stock, and therefore the Transaction will result in a change-in-control of the Company.
The Purchase Agreement further provides that, as part of the Transaction, the Buyer will make a capital contribution to the Company of $4,792.29 to cover payment of the amounts due to certain creditors of the Company, as set forth in the Purchase Agreement.
The closing of the Transaction is subject to certain conditions set forth in the Purchase Agreement, including the mailing and filing of a Schedule 14F-1 with the Securities and Exchange Commission, at least 10 days prior to the closing, in accordance with Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
In connection with the Purchase Agreement, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out.
Mr. Michael Feinsod, the managing member of the Buyer, will have voting and dispositive power over the shares of common stock and the one share of Preferred Stock that will be transferred pursuant to the Purchase Agreement. At the closing of the Transaction, Mr. Feinsod will assume the positions of chief executive officer (“CEO”) and chairman of the board of directors of the Company (the “Board”). In addition to his duties to the Company, Mr. Feinsod is the managing member of Infinity Capital, LLC, an investment management company he founded in 1999. Mr. Feinsod was executive chairman of the board of General Cannabis from August 2014 through July 2020, and was a director of The Kingstone Companies, Inc. from 2008 through June 2015. From 2006 through 2013, he served in various executive positions at Ameritrans Capital Corporation, a business development company. Mr. Feinsod served as a director of Ameritrans from December 2005 until July 2013 and served as a director of its subsidiary, Elk Associates Funding Corporation, from December 2005 until April 2013. Previously, Mr. Feinsod served as an investment analyst and portfolio manager at Mark Boyar & Company, Inc. Mr. Feinsod is admitted to practice law in New York and served as an associate in the Corporate Law Department of Paul, Hastings, Janofsky & Walker LLP. Mr. Feinsod holds a J.D. from Fordham University School of Law and a B.A. from George Washington University.
1
In addition to Mr. Feinsod, at the closing of the Transaction, Mr. Hunter Garth will be appointed as a director, as well as chief strategy officer of the Company. Mr. Garth most recently was the vice president of corporate development for General Cannabis Corporation from January 2019 to July 2020, a position in which he was responsible for developing and sourcing M&A activity in the cannabis industry. Prior to that, he was the managing director of Iron Protection Group, a security company that he founded in 2013 and sold in March 2015 to General Cannabis Corporation. Mr. Garth served in the U.S. Marine Corps from October 2008 to October 2012 in multiple roles, including infantry squad leader and instructor with the USMC Special Operations Training Group. Mr. Garth attended the University of West Florida.
In connection with the foregoing, effective at the closing of the Transaction, the Seller will resign as president, CEO and chief financial officer of the Company, as well as a member of the Board.
The foregoing descriptions of the Purchase Agreement and Debt Cancellation Agreement are qualified by reference to the full text of such documents, which are filed as exhibits to this report.
Captainandy
5年前
#BSPK: Bespoke Extracts Announces $100k Investment From CEO and Addition of New Brand Ambassador, UFC Fighter Maryna Moroz...
https://bespokeextracts.com/
https://www.facebook.com/bespokeextracts/
https://www.otcmarkets.com/stock/BSPK/news/UPDATE----Bespoke-Extracts-Announces-100k-Investment-From-CEO-and-Addition-of-New-Brand-Ambassador-UFC-Fighter-Maryna-Mo?id=287107
Bespoke Extracts Announces $100k Investment From CEO and Addition of New Brand Ambassador, UFC Fighter Maryna Moroz
Press Release | 01/21/2021
SUNNY ISLES, Fla., Jan. 21, 2021 (GLOBE NEWSWIRE) -- Bespoke Extracts, Inc. (OTC Pink: BSPK), producer of high quality, hemp-derived CBD products, today announced that it has entered into a securities purchase agreement with the Company’s Chief Executive Officer, Danil (Danny) Pollack, pursuant to which the Company sold Pollack 2,000,000 shares of common stock for an aggregate purchase price of $100,000.
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.
Commenting on the transaction, Pollack said, “My continued personal investments in Bespoke is a direct reflection of my confidence in the exciting business-building strategies that our team is executing and my belief that the Bespoke brand will earn global industry distinction as a preferred provider of superior quality CBD formulations.”
In other news, Bespoke announced that Ukranian Mixed Martial Artist Maryna Moroz has been named as the Company’s newest brand ambassador, joining a world class team of elite athletes and social influencers to support building market awareness and appreciation for Bespoke’s growing line of hemp-derived CBD products. Widely known as “Iron Lady,” Moroz is an Ultimate Fighting Championship (UFC) fighter, where she competes in the flyweight division and boasts stats of 10-3-0. She is also a boxing coach for the Ukranian Olympic women’s boxing team. “I train hard every day to remain in top competitive form, but I also work just as hard to ensure that my health and wellness are optimized so my training and recovery processes are never compromised. Introducing Bespoke CBD formulations into my daily nutritional regiment is proving to be very beneficial, helping me to be my best self.”
Pollack added, “We are very proud to be attracting such an amazing, prolific group of health conscious individuals who have come to rely on Bespoke Extracts’ hemp-derived CBD products to achieve their respective health objectives; and who gladly share their positive opinions about the Bespoke brand with their myriads of fans and social media followers.”
This press release does not constitute an offer or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
About Bespoke Extracts, Inc.
At Bespoke Extracts, we believe in the power of the individual. So, we strive to tailor each CBD experience to make its benefits unique to you and your lifestyle. That means making sure you are confident that everything we deliver to you is safe, effective, and perfect for you. From the very beginning, we have hand-picked our producers to ensure only NSF-certified and USDA-certified organic hemp from some of the finest CBD growers in the United States. It is also why we use the industry standard for extraction to ensure the purest and most potent product on the market. And finally, it is why we strive to develop a long-term personal relationship with each and every one of our customers — including you — to help them determine their needs and wants and supply the exact right solution for them. For more information, please visit www.bespokeextracts.com.
FORWARD-LOOKING STATEMENT
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
No statement in this press release has been evaluated by the Food and Drug Administration. The efficacy of Bespoke’s products has not been confirmed by FDA-approved research. Our products are not intended to diagnose, treat, cure or prevent any disease. All information presented here is not meant as a substitute for or alternative to information from healthcare practitioners. Please consult your health care professional about potential interactions or other possible complications before using any Bespoke Extract product. Bespoke Extracts, Inc. shall not be held liable for any medical claims made by customer testimonials.
For more information, please contact:
Bespoke Extracts, Inc.
Phone: 888-575-6738
Email: info@bespokeextracts.com
Web: www.bespokeextracts.com
A photo accompanying this announcement is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/cf41d682-0d0d-48f1-8033-6b63cf7607b4
AskMuncher
5年前
$BSPK Bespoke Extracts to Reintroduce Premium Manuka Honey-Infused CBD Formulations
Press Release | 01/13/2021
SUNNY ISLES, Fla., Jan. 13, 2021 (GLOBE NEWSWIRE) -- Bespoke Extracts, Inc. (OTC Pink: BSPK), producer of high quality, hemp-derived CBD products, today announced its plan to reintroduce UMF® (Unique Manuka Factor) 15+ rated Manuka Honey-infused CBD formulations to be available for purchase on www.bespokeextracts.com beginning in February 2021.
Raw Manuka Honey used in Bespoke’s new products is imported directly from the north island of New Zealand from a supplier which has been supplying quality bee products since 1974. Manuka Honey is one of the most unique and beneficial forms of honey in the world, and carries the industry’s UMF® 15+ rating, distinguishing it as superior high-grade Manuka. A higher UMF grade indicates greater concentration of the Manuka Honey’s nutritional attributes and the purer the honey is. To be considered potent enough to be deemed therapeutic, Manuka Honey requires a minimum rating of UMF 10.
Produced by bees that pollinate the native Manuka bush (also known as the tea tree), scientific research has shown that ailments effectively impacted by the use of Manuka Honey include allergies, colds and flus, gingivitis, sore throats, staph infections and a wide range of wounds and sore muscles. It has also been found to allegedly “boost energy, detox your system, lower your cholesterol, stave off diabetes, improve sleep, increase skin tone, reduce hair loss and even prevent frizz and split ends,” according to TheConversation.com.
In 2017, Bespoke Extracts was among the first companies in the industry to introduce a Manuka Honey-flavored CBD tincture to the global marketplace. The Company’s new and expanded line of Manuka Honey-infused formulations will include:
Manuka Honey Cream (1000mg)
Manuka Honey Tincture 30mL (1000mg)
Manuka Honey Tincture 60mL (1800mg)
Manuka Honey Rollon (1000mg)
Danny Pollack, Chief Executive Officer of Bespoke Extracts, stated, “Regardless of what form factor the combination of CBD and Manuka Honey may take, the potential health and wellness benefits afforded by the marriage of the two provide health conscious consumers with all-natural products that pack a powerful punch. In view of our commitment to deliver our customers with diverse CBD choices that are designed to meet their individual nutritional and wellness needs and objectives, we are very excited to be reintroducing Manuka Honey into our line of premium CBD formulations.”
About Bespoke Extracts, Inc.
At Bespoke Extracts, we believe in the power of the individual. So, we strive to tailor each CBD experience to make its benefits unique to you and your lifestyle. That means making sure you are confident that everything we deliver to you is safe, effective, and perfect for you. From the very beginning, we have hand-picked our producers to ensure only NSF-certified and USDA-certified organic hemp from some of the finest CBD growers in the United States. It is also why we use the industry standard for extraction to ensure the purest and most potent product on the market. And finally, it is why we strive to develop a long-term personal relationship with each and every one of our customers — including you — to help them determine their needs and wants and supply the exact right solution for them. For more information, please visit www.bespokeextracts.com.
FORWARD-LOOKING STATEMENT
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
No statement in this press release has been evaluated by the Food and Drug Administration. The efficacy of Bespoke’s products has not been confirmed by FDA-approved research. Our products are not intended to diagnose, treat, cure or prevent any disease. All information presented here is not meant as a substitute for or alternative to information from healthcare practitioners. Please consult your health care professional about potential interactions or other possible complications before using any Bespoke Extract product. Bespoke Extracts, Inc. shall not be held liable for any medical claims made by customer testimonials.
For more information, please contact:
Bespoke Extracts, Inc.
Phone: 888-575-6738
Email: info@bespokeextracts.com
Web: www.bespokeextracts.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e1e37e87-4bc7-409f-8185-d99def160771
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ALERTS100%to10000%GAIN
5年前
BESPOKE EXTRACTS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)
01/19/2021 | 08:11am EST
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Item 1.01 Entry into a Material Definitive Agreement.
On January 15, 2021, Bespoke Extracts, Inc. (the "Company") entered into amendments ("Amendment No. 4") with the holders of the Company's original issue discount convertible debentures, with an original issuance date of December 24, 2019, as amended by amendment No. 1 thereto, dated May 28, 2020, amendment No. 2 thereto, dated August 21, 2020, and amendment No. 3 thereto, dated December 10, 2020, in the aggregate outstanding principal amount of $500,000. Pursuant to Amendment No. 4, the conversion price of the debentures was increased to $0.05 per share (subject to adjustment for stock splits, stock dividends, and similar transactions).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 4 to Debenture between the Company and The Vantage Group
Ltd.
10.2 Amendment No. 4 to Debenture between the Company and Berique Labs
LLC
1
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