Material Agreement Form 8 K

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.