UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

September 4, 2024

Date of Report (Date of earliest event reported)

 

BODY AND MIND INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-55940

 

98-1319227

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

750 – 1095 West Pender Street

Vancouver, British Columbia, Canada

 

 

V6E 2M6

(Address of principal executive offices)

 

(Zip Code)

 

(800) 361-6312

Registrant’s telephone number, including area code

 

Not applicable.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐ 

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:

 

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☒

 

 

 

 

SECTION 7 – REGULATION FD

 

Item 7.01 Regulation FD Disclosure

 

On September 4, 2024, Body and Mind Inc. (the “Company” or “BaM”) issued a news release to to announce that the Company’s wholly owned subsidiary, DEP Nevada, Inc. (“DEP”) has closed the previously announced transaction to sell all of its interests in the Body and Mind Ohio processor for total consideration of US$2 million in cash, which was received in early 2024.

 

Transaction Details

 

As previously reported on September 6, 2023, pursuant to the equity purchase agreement with LMTB, LLC (the “Purchaser”), DEP agreed to sell all of the issued and outstanding interests, equity, or profit interests (the “Interests”) in NMG OH P1, LLC (“NMG OH P1”), which owns and operates the Body and Mind Ohio processor, to the Purchaser. The Body and Mind Ohio processor has now been sold to the Purchaser for a purchase price for the Interests of US$2 million, subject to a working capital adjustment and other customary adjustments.

 

A copy of the news release is attached as Exhibit 99.1 hereto.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

 

Description

99.1

 

News Release dated September 4, 2024

104

 

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

2

 

 

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.

 

 

BODY AND MIND INC.

 

 

 

 

DATE: September 4, 2024

By:

/s/ Michael Mills

 

 

 

Michael Mills

 

 

 

President, CEO and Director

 

 

 

3

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Sep. 04, 2024
Cover [Abstract]  
Entity Registrant Name BODY AND MIND INC.
Entity Central Index Key 0001715611
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Sep. 04, 2024
Entity Ex Transition Period true
Entity File Number 000-55940
Entity Incorporation State Country Code NV
Entity Tax Identification Number 98-1319227
Entity Address Address Line 1 750 – 1095 West Pender Street
Entity Address City Or Town Vancouver
Entity Address State Or Province BC
Entity Address Postal Zip Code V6E 2M6
City Area Code 800
Local Phone Number 361-6312
Entity Address Country CA
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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