BMMJ / Body and Mind Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Body and Mind Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 1715611
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Body and Mind Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 5, 2025 EX-10.3

LIMITED TERMINATION & RELEASE OF SECURITY AGREEMENT

EXHIBIT 10.3 LIMITED TERMINATION & RELEASE OF SECURITY AGREEMENT This limited termination and release of the security agreement (the “Termination”) is made and entered into on August 22, 2025 (the “Execution Date”), by and between Body and Mind Inc., a Nevada corporation (the “Grantor”), Bengal Catalyst Fund, LP, a Delaware limited partnership, and BAM I, A Series of Bengal Catalyst Fund SPV, LP (

September 5, 2025 EX-10.1

STOCK PURCHASE AGREEMENT

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This stock purchase agreement (this "Agreement"), dated as of August 22, 2025 (the “Effective Date”) is made and entered into by and between Paul Drozdowski, an individual (the “Seller”), and DEP Nevada, Inc., a Nevada corporation (the "Buyer"). Capitalized terms used in this Agreement have the meanings given to such terms herein. RECITALS WHEREAS, the Parties

September 5, 2025 EX-10.4

ASSIGNMENT AND ASSUMPTION OF LEASE AND SECOND AMENDMENT TO LEASE

EXHIBIT 10.4 ASSIGNMENT AND ASSUMPTION OF LEASE AND SECOND AMENDMENT TO LEASE This Assignment and Assumption of Lease and Second Amendment to Lease (“Assignment Agreement”), made as of the 22nd day of August, 2025 (the “Effective Date”), by and between BaM Body and Mind Dispensary NJ, Inc. f/k/a CraftedPlants NJ Corp., Attention: Chief Operating Officer, with an address at 2625 N Green Valley Park

September 5, 2025 EX-99.1

Body and Mind Inc. Announces Agreement to Divest from New Jersey

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Announces Agreement to Divest from New Jersey LAS VEGAS, NV and VANCOUVER, B.C., CANADA – August 25, 2025 – Body and Mind Inc. (CSE: BAMM, Expert Market: BMMJ) (the “Company” or “BaM”) is pleased to announce the Company's wholly owned subsidiary, DEP Nevada, Inc. ("DEP") has entered into a Purchase Agreement with Ascend New

September 5, 2025 EX-99.2

Correction - Body and Mind Inc. Announces Agreement to Divest from New Jersey

EXHIBIT 99.2 NEWS RELEASE – For Immediate Dissemination Correction - Body and Mind Inc. Announces Agreement to Divest from New Jersey LAS VEGAS, NV and VANCOUVER, B.C., CANADA – August 27, 2025 – Body and Mind Inc. (CSE: BAMM, Expert Market: BMMJ) (the “Company” or “BaM”) is pleased to announce the Company's wholly owned subsidiary, DEP Nevada, Inc. ("DEP") has entered into a Purchase Agreement wi

September 5, 2025 8-K

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 August 22, 2025 Date of Report (Date of earliest event reported)

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 August 22, 2025 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 Nu

September 5, 2025 EX-10.2

PURCHASE AGREEMENT BAM BODY AND MIND DISPENSARY NJ, INC. (the “Company”), DEP NEVADA, INC. (the “Seller”), ASCEND NEW JERSEY, LLC (the “Buyer”) dated as of August 22, 2025

EXHIBIT 10.2 PURCHASE AGREEMENT between BAM BODY AND MIND DISPENSARY NJ, INC. (the “Company”), DEP NEVADA, INC. (the “Seller”), and ASCEND NEW JERSEY, LLC (the “Buyer”) dated as of August 22, 2025 THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING THE REGULATIONS, POLICIES, GUIDANCE OR INSTRUCTION OF THE NEW JERSEY CANNABIS REGULATOR

August 13, 2025 EX-10.1

ASSET PURCHASE AGREEMENT

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2025 (the “Effective Date”) by and among NMG San Diego, LLC, a California limited liability company (the “Seller” and “Company”) , DEP Nevada, Inc., a Nevada corporation (the “DEP”), SJJR, LLC, a California limited liability company (collectively, the “Members” and togeth

August 13, 2025 EX-99.1

Body and Mind Inc. Announces Agreement to Divest San Diego Dispensary

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Announces Agreement to Divest San Diego Dispensary LAS VEGAS, NV and VANCOUVER, B.C., CANADA – August 11, 2025 – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the ”Company” or “BaM”) is pleased to announce the Company's wholly owned subsidiary, DEP Nevada, Inc. (“DEP”) has entered into an Asset Purchase Agreement with OTC

August 13, 2025 EX-10.3

Secured Promissory Note

EXHIBIT 10.3 Secured Promissory Note US$429,617.44 August 5, 2025 (the “Note Date”) FOR VALUE RECEIVED, OTC Miramar, LLC, a California limited liability company (“Borrower”), hereby promises to pay to the order of NMG San Diego, LLC, a California limited liability company (“Lender”), the principal sum of Four Hundred Twenty Nine Thousand Six Hundred and Seventy and 44/100 U.S. Dollars (US $429,617

August 13, 2025 8-K

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 August 5, 2025 Date of Report (Date of earliest event reported)

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 August 5, 2025 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 Num

August 13, 2025 EX-10.2

MANAGEMENT SERVICES AGREEMENT

EXHIBIT 10.2 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2025 (the “Execution Date”), by and between OTC Miramar, LLC a California limited liability company (“Manager”) and NMG San Diego, LLC, a California limited liability company (the “Company”). Manager and the Company are each individually referred to herein as a

June 12, 2025 EX-10.3

DEP Nevada inc. 2625 N. Green Valley Parkway Suite 150 Henderson, NV 89014 June 6, 2025

EXHIBIT 10.3 DEP Nevada inc. 2625 N. Green Valley Parkway Suite 150 Henderson, NV 89014 June 6, 2025 VIA EMAIL Fox Farms LLC Attn: Ivan Alexander Fox [email protected] Re: Nevada Medical Group, LLC – Takeover Date, Closing Date, Note Modifications Dear Ivan: This letter agreement (“Letter”) dated June 6, 2025 (the “Letter Date”) is made and entered into in connection with that certain membersh

June 12, 2025 EX-10.2

SECURITY AGREEMENT

EXHIBIT 10.2 SECURITY AGREEMENT This Security Agreement (the “Security Agreement”), effective as of April 29, 2025 (the “Effective Date”), is made and entered into by and between DEP Nevada, Inc., a Nevada corporation (“Borrower”), NMG Long Beach, LLC, a California limited liability company (“Licensee”) and SGC Retail Partners LLC, a Nevada limited liability company (“Secured Party”). WHEREAS, con

June 12, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 April 29, 2025 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 Num

June 12, 2025 EX-10.1

SECURED PROMISSORY NOTE

EXHIBIT 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SEC

April 23, 2025 EX-10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (“Agreement”) is entered into as of April 16, 2025 (“Effective Date”) by and between SGC Retail Partners LLC, a Nevada limited liability company (“Buyer”), DEP Nevada, Inc., a Nevada corporation (“Seller”) and NMG Long Beach, LLC, a California limited liability company (“Company”). Buyer, Seller and Com

April 23, 2025 EX-10.2

MANAGEMENT SERVICES AGREEMENT

EXHIBIT 10.2 MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into effective , 2025 (“Effective Date”) by and between SGC Retail Partners LLC, a Nevada limited liability company (“Manager”) and NMG Long Beach, LLC, a California limited liability company doing business as ShowGrow (“Company”). The Manager and the Company are sometimes referred to in

April 23, 2025 EX-99.1

Body and Mind Inc. Announces Agreement to Divest Long Beach Dispensary

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Announces Agreement to Divest Long Beach Dispensary LAS VEGAS, NV and VANCOUVER, B.C., CANADA – April 21, 2025 – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”) is pleased to announce the Company's wholly owned subsidiary, DEP Nevada, Inc. ("DEP") has entered into a Membership Interest Purchase Agree

April 23, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 April 16, 2025 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 Num

April 9, 2025 EX-10.2

FIRST AMENDMENT TO NON-REVOLVING CREDIT FACILITY AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO NON-REVOLVING CREDIT FACILITY AGREEMENT This first amendment to non-revolving credit facility agreement (the “First Amendment”) is made and entered into as of April 7, 2025 (the “Amendment Date”) by and between Body and Mind, Inc., a Nevada corporation (the “Borrower”), and Bengal Catalyst Fund, LP, a Delaware limited partnership (the “Lender”). As used herein, the

April 9, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 April 7, 2025 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 Numb

April 9, 2025 EX-10.3

REVOLVING CREDIT NOTE

EXHIBIT 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION R

April 9, 2025 EX-99.1

Body and Mind Inc. Lynwood IL Dispensary Grand Opening and Corporate Update

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Lynwood IL Dispensary Grand Opening and Corporate Update LAS VEGAS, NV and VANCOUVER, B.C., CANADA – April 8, 2025 – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”) is pleased to announce the Grand Opening event at the newly opened Lynwood Illinois dispensary. “We are excited to host the Grand Openin

February 6, 2025 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

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 February 3, 2025 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 N

February 6, 2025 EX-99.1

Body and Mind Inc. Provides Update on Financial Reporting

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Provides Update on Financial Reporting LAS VEGAS, NV and VANCOUVER, B.C., CANADA – February 5, 2025 – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”) announces that during the audit of the Company’s consolidated financial statements for the year ended July 31, 2024, certain accounting treatment relat

February 3, 2025 EX-10.3

CONSULTANT MANAGEMENT SERVICES AGREEMENT1

EXHIBIT 10.3 CONSULTANT MANAGEMENT SERVICES AGREEMENT1 This CONSULTANT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2025 (the “Execution Date”), by and between Rubino Ventures IL, LLC an Illinois limited liability company (“Manager”) and NMG IL 4, LLC, an Illinois limited liability company (the “Company”). Manager and the Company are each individually

February 3, 2025 EX-10.5

TRANSACTION CONSENT

EXHIBIT 10.5 TRANSACTION CONSENT This transaction consent (“Consent”), dated as of the January 29, 2025 (the “Effective Date”) is being provided by and among DEP Nevada, Inc., a Nevada corporation (“DEP”), Big Stone Illinois, LLC, an Illinois limited liability company (“Big Stone”), and, as a third-party beneficiary to this Consent, Rubino Ventures IL, LLC, an Illinois limited liability company (“

February 3, 2025 EX-10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NMG IL 4, LLC as the Company; DEP NEVADA, INC. as the Seller; solely for purposes of Section 10.17, BODY AND MIND INC. as the Guarantor; RUBINO VENTURES IL, LLC as Buyer; dated as of January 29, 202

EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NMG IL 4, LLC as the Company; DEP NEVADA, INC. as the Seller; solely for purposes of Section 10.17, BODY AND MIND INC. as the Guarantor; and RUBINO VENTURES IL, LLC as Buyer; dated as of January 29, 2025 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED, AND WILL NOT BE DEEMED, TO CREA

February 3, 2025 EX-10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NMG IL 1, LLC as the Company; BIG STONE ILLINOIS, LLC as Seller; solely for purposes of Section 10.17, BODY AND MIND INC. as the Guarantor; RUBINO VENTURES IL, LLC as Buyer; dated as of January 29,

EXHIBIT 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NMG IL 1, LLC as the Company; BIG STONE ILLINOIS, LLC as Seller; solely for purposes of Section 10.17, BODY AND MIND INC. as the Guarantor; and RUBINO VENTURES IL, LLC as Buyer; dated as of January 29, 2025 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED, AND WILL NOT BE DEEMED, TO C

February 3, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 January 29, 2025 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 N

February 3, 2025 EX-10.4

CONSULTANT MANAGEMENT SERVICES AGREEMENT1

EXHIBIT 10.4 CONSULTANT MANAGEMENT SERVICES AGREEMENT1 This CONSULTANT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2025 (the “Execution Date”), by and between Rubino Ventures IL, LLC an Illinois limited liability company (“Manager”) and NMG IL 1, LLC, an Illinois limited liability company (the “Company”). Manager and the Company are each individually

February 3, 2025 EX-10.6

INDEMNITY AGREEMENT

EXHIBIT 10.6 INDEMNITY AGREEMENT This indemnity agreement ("Agreement") is made and entered into as of January 29, 2025 (the “Effective Date”), among DEP Nevada, Inc., a Nevada corporation (“DEP”), and Big Stone Illinois, LLC, an Illinois limited liability company (“Big Stone”) and Stephen ‘Trip’ Hoffman, an individual (and his spouse, heirs, kin, and assigns) (collectively, “Mr. Hoffman” together

January 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 30, 2025 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 N

January 30, 2025 EX-99.1

Body and Mind Inc. Announces Sale of Illinois Assets and Provides Corporate Update

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Announces Sale of Illinois Assets and Provides Corporate Update LAS VEGAS, NV and VANCOUVER, B.C., CANADA - January 30, 2025 – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the ”Company” or “BaM”) is pleased to announce that it has entered into definitive agreements for the sale of its Illinois assets, NMG IL 1, LLC (“NMG

January 29, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 January 28, 2025 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 N

January 29, 2025 EX-99.1

Body And Mind Announces Cease Trade Order & Director Resignation

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body And Mind Announces Cease Trade Order & Director Resignation Las Vegas, NV and Vancouver, B.C. January 29, 2025. Body and Mind Inc. (the “Company” or “BaM”) (CSE:BAMM, OTC Pink: BMMJ) announces that further to its news releases dated November 29, 2024, December 13, 2024, December 30, 2024, January 6, 2025 and January 20, 2025, the Company

January 21, 2025 EX-99.1

Body and Mind Inc. Updates Progress in Filing Financial Statements

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Updates Progress in Filing Financial Statements LAS VEGAS and VANCOUVER, B.C., CANADA (January 20, 2025) – Body and Mind Inc. (CSE: BAMM, US OTC Pink: BMMJ) (the “Company” or “BaM”) is providing an update regarding its delayed annual financial statements for the year ended July 31, 2024, including the related management dis

January 21, 2025 8-K

Financial Statements and Exhibits, Other Events

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 January 20, 2025 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 N

January 10, 2025 8-K

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 January 3, 2025 Date of Report (Date of earliest event reported)

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 January 3, 2025 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 Nu

January 10, 2025 EX-10.4

DEP NEVADA INC. 2625 N. Green Valley Parkway Suite 150 Henderson, NV 89014 January 3, 2025

EXHIBIT 10.4 DEP NEVADA INC. 2625 N. Green Valley Parkway Suite 150 Henderson, NV 89014 January 3, 2025 VIA EMAIL Fox Farms LLC Attn: Ivan Alexander Fox [email protected] Re: Nevada Medical Group, LLC – Additional Items Dear Ivan: This letter agreement (“Letter”) entered into as of the date set forth above (the “Letter Date”) is made and entered into in connection with that certain membership

January 10, 2025 EX-10.5

TRADEMARK LICENSE AGREEMENT

EXHIBIT 10.5 TRADEMARK LICENSE AGREEMENT This trademark license and marketing agreement (the “Agreement”) is made and entered into as of January 3, 2025 (the “Effective Date”), by and between DEP Nevada, Inc., a Nevada corporation (the “Licensor”) and Fox Farms LLC, a Nevada limited liability company (“Licensee”). Licensor and Licensee are each referred to herein as a “Party” and are collectively

January 10, 2025 EX-10.3

FIRST AMENDMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 10.3 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This first amendment to membership interest purchase agreement (the “First Amendment”) is made and entered into as of January 3, 2025 (the “Amendment Date”) by and among Fox Farms LLC, a Nevada limited liability company (the “Buyer”), DEP Nevada, Inc., a Nevada corporation (“Seller”), and Nevada Medical Group, LLC, a Nevada lim

January 10, 2025 EX-10.1

ASSIGNMENT AND ASSUMPTION

EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION This assignment and assumption (this “Assignment”) is hereby made and entered as of January 3, 2025 (the “Effective Date”) by and among Vegas Brazil, LLC, a California limited liability company (“Assignor”) Fox Farms LLC, a Nevada limited liability company (or its designated assignee) (“Assignee”), and DEP Nevada Inc., a Nevada corporation (“DEP”). As used he

January 10, 2025 EX-10.2

TERMINATION OF LETTER AGREEMENT

EXHIBIT 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL TERMINATION OF LETTER AGREEMENT This termination of letter agreement (the “Termination Agreement”) is made and entered into as of January 3, 2025 (the “Effective Date”), by and among DEP Nevada, Inc., a Nevada corporat

January 6, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 6, 2025 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 Nu

January 6, 2025 EX-99.1

Body and Mind Provides Corporate Update

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Corporate Update Las Vegas, NV and Vancouver, B.C., Canada (January 6, 2025) – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce relevant business updates, including the Company’s soon-to-be opened dispensary in Lynwood, Ill

December 30, 2024 EX-99.1

Body and Mind Inc. Updates Progress in Filing Financial Statements

EX-99.1 2 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Updates Progress in Filing Financial Statements LAS VEGAS and VANCOUVER, B.C., CANADA (December 30, 2024) – Body and Mind Inc. (CSE: BAMM, US OTC Pink: BMMJ) (the “Company” or “BaM”) is providing an update regarding its delayed annual financial statements for the year ended July 31, 2024

December 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 December 30, 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

December 13, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 December 13, 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

December 13, 2024 EX-99.1

Body and Mind Inc. Updates Progress in Filing Financial Statements

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Updates Progress in Filing Financial Statements LAS VEGAS and VANCOUVER, B.C., CANADA (December 13, 2024) – Body and Mind Inc. (CSE: BAMM, US OTC Pink: BMMJ) (the “Company” or “BaM”) is providing an update regarding its delayed annual financial statements for the year ended July 31, 2024, including the related management di

December 2, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 29, 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

December 2, 2024 EX-99.1

Body And Mind Announces Delay In Filing Annual Financial Statements

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body And Mind Announces Delay In Filing Annual Financial Statements Las Vegas, NV and Vancouver, B.C., Canada (November 29, 2024) – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”) wishes to announce that its annual financial statements for the year ended July 31, 2024, including the related management discussion and an

October 30, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 October 24, 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 N

October 30, 2024 EX-10.3

AMENDMENT TO UNSECURED CONVERTIBLE DEBENTURE BODY AND MIND INC.

EXHIBIT 10.3 AMENDMENT TO UNSECURED CONVERTIBLE DEBENTURE BODY AND MIND INC. This AMENDMENT TO UNSECURED CONVERTIBLE DEBENTURE, BODY AND MIND INC. (this “Amendment”) is entered into as of October 24, 2024, by and among BODY & MIND INC. (“Borrower”) and. (“Lender”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note (as defi

October 30, 2024 EX-10.4

SECURITY AGREEMENT

EXHIBIT 10.4 SECURITY AGREEMENT This security agreement (this “Security Agreement”) is made effective as of October 24, 2024 (the “Effective Date”) made by and among Body and Mind Inc., a Nevada corporation, as grantor, pledgor, assignor, and debtor (the “Grantor”) in favor of Bengal Catalyst Fund, LP, in its capacity as collateral agent pursuant to the Credit Agreement as pledgee, assignee, and s

October 30, 2024 EX-10.1

NON-REVOLVING CREDIT FACILITY AGREEMENT

EXHIBIT 10.1 NON-REVOLVING CREDIT FACILITY AGREEMENT This non-revolving credit facility agreement (the “Agreement”) is effective as of October 24, 2024 (the “Effective Date”) by and between Body and Mind Inc., a Nevada corporation (“Borrower”) and Bengal Catalyst Fund, LP, a Delaware limited partnership (“Lender”). WHEREAS, Borrower has applied for a non-revolving credit facility (the “Credit Faci

October 30, 2024 EX-99.1

Body and Mind Announces Debt Financing

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Debt Financing Las Vegas, NV and Vancouver, B.C., CANADA (Newsfile Corp. – October 25, 2024) – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is announcing entry into a credit facility agreement (the “Credit Facility”) with Bengal Catalyst Fun

October 30, 2024 EX-10.2

NON-REVOLVING CREDIT NOTE

EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION R

October 29, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31

September 10, 2024 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 3, 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

September 4, 2024 EX-99.1

Body and Mind Closes Ohio Processor Transaction

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Closes Ohio Processor Transaction Las Vegas, NV and Vancouver, B.C., CANADA (Newsfile Corp. – September 4, 2024) – Body and Mind Inc. (CSE: BAMM, OTC Pink: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce that the Company’s wholly owned subsidiary, DEP Nevada, Inc. (“DEP”)

September 4, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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

August 21, 2024 8-K

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 August 16, 2024 Date of Report (Date of earliest event reported)

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 August 16, 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 Nu

June 21, 2024 EX-99.1

Body and Mind Announces Q3 2024 Financial Results

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Q3 2024 Financial Results Las Vegas, NV and Vancouver, B.C., Canada (June 21, 2024) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce its financial results for the third quarter of fiscal year 2024 ended April 30, 2024, and

June 21, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 June 21, 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 Numb

June 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AND

June 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 3

April 2, 2024 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 March 28, 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 Num

March 26, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 26, 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 Num

March 26, 2024 EX-99.1

Body and Mind Announces Q2 2024 Financial Results

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Q2 2024 Financial Results Las Vegas, NV and Vancouver, B.C., Canada (March 26, 2024) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce its financial results for the second quarter of fiscal year 2024 ended January 31, 2024 a

March 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

March 18, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January

February 14, 2024 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 February 9, 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 N

February 14, 2024 SC 13D/A

BMMJ / Body and Mind Inc. / Bengal Impact Partners, LLC - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 tm246215d1sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13D-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Body and Mind Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09689V100 (CUSIP Number) Bengal Impact Partners, LLC c/o Joshua Rosen 6608 E. 2nd

February 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

February 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

February 6, 2024 EX-10.1

Membership Interest Purchase Agreement by and between Vegas Brazil LLC, Nevada Medical Group, LLC and DEP Nevada, Inc., dated January 31, 2024 (†)

EXHIBIT 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL MEMBERSHIP INTEREST PURCHASE AGREEMENT This membership interest purchase agreement (the “Agreement”) is entered into as of January 31, 2024 (the “Effective Date”) by and between (i) Vegas Brazil LLC, a California limit

February 6, 2024 EX-10.2

Letter Agreement between DEP Nevada, Inc. and Vegas Brazil LLC, dated January 31, 2024 (†)

EXHIBIT 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL DEP NEVADA INC. 2625 N. Green Valley Parkway Suite 150 Henderson, NV 89014 January 31, 2024 VIA EMAIL Vegas Brazil LLC Attn: Julie Le [****] Re: Nevada Medical Group, LLC – Economic Takeover Date Dear Julie: This lette

February 6, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 January 31, 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 N

February 1, 2024 EX-99.1

Body and Mind Provides Update on Optimization Initiatives

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Update on Optimization Initiatives Las Vegas, NV and Vancouver, B.C., Canada (February 1, 2024) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce updates on its dispensary development schedules and the divestment of the Compa

February 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 1, 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 N

January 23, 2024 EX-99.1

Body and Mind Awarded State Approval for New Jersey Dispensary

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Awarded State Approval for New Jersey Dispensary Las Vegas, NV and Vancouver, B.C., Canada (January 23, 2024) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce the State of New Jersey Cannabis Regulatory Commission has approved the ap

January 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 23, 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 N

January 5, 2024 EX-99.1

Body and Mind Announces Closing of Markham Illinois Dispensary Transaction

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Closing of Markham Illinois Dispensary Transaction Las Vegas, NV and Vancouver, B.C., Canada (January 5, 2024) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce receipt of final approval from the Illinois Department of Finan

January 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 5, 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 Nu

December 21, 2023 EX-99.1

Body and Mind Announces Q1 2024 Financial Results

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Q1 2024 Financial Results Las Vegas, NV and Vancouver, B.C., Canada (December 21, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce financial results for the first quarter of fiscal year 2024 ended October 31, 2023 and

December 21, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 December 21, 2023 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

December 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

December 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: October

November 28, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 28, 2023 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

November 28, 2023 EX-99.1

Body and Mind Closes California Transaction Returning 1.65 Million Shares to Treasury

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Closes California Transaction Returning 1.65 Million Shares to Treasury Las Vegas, NV and VANCOUVER, B.C., CANADA (November 28, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to provide shareholders with an update. The Company has now cl

November 14, 2023 EX-21.1

Subsidiaries of Body and Mind Inc.

EXHIBIT 21.1 SUBSIDIARIES OF BODY AND MIND INC. The following is a list of all the subsidiaries of the Company and the corresponding state or jurisdiction of incorporation or organization of each. All subsidiaries of the Company are directly or indirectly owned by the Company. Name of Entity Place of Incorporation/Formation Ownership Interest Date of Acquisition or formation DEP Nevada Inc.(1) Nev

November 14, 2023 EX-99.1

Body and Mind Announces Fiscal Year End (July) 2023 Financial Results Reports Annual Revenue of US$22.8 Million & Highlights Recent Developments

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Fiscal Year End (July) 2023 Financial Results Reports Annual Revenue of US$22.8 Million & Highlights Recent Developments Las Vegas, NV and VANCOUVER, B.C., CANADA (November 14, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to

November 14, 2023 EX-10.83

Membership Interest Purchase Agreement by and between DEP Nevada, Inc. and Big Stone Illinois, LLC with respect to NMG IL 4, LLC, dated December 26, 2019

EXHIBIT 10.83 MEMBERSHIP INTEREST PURCHASE AGREEMENT This membership interest purchase agreement (this “Agreement”) is hereby made and entered as of December 26, 2019 (the “Effective Date”), by and between DEP Nevada, Inc., a Nevada corporation (the “Buyer”) and Big Stone Illinois, LLC, an Illinois limited liability company (the “Seller”). As used herein, Buyer and Seller may individually be refer

November 14, 2023 EX-10.84

First Amended Membership Interest Purchase Agreement by and between DEP Nevada, Inc. and Big Stone Illinois, LLC with respect to NMG IL 1, LLC, dated December 2, 2022

EXHIBIT 10.84 FIRST AMENDED MEMBERSHIP INTEREST PURCHASE AGREEMENT REGARDING NMG IL 1, LLC This First Amended Membership Interest Purchase Agreement Regarding NMG IL 1, LLC (“1st Amended Agreement-1”) is entered into on this 2nd day of December, 2022 by and between Big Stone Illinois LLC, and Illinois limited liability company (“Seller”) and DEP Nevada, Inc., a Nevada corporation (“Buyer”). The Se

November 14, 2023 EX-4.2

Description of Registrant’s Securities

EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this Exhibit 4.2 is a part, Body and Mind Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, being the Company’s shares of common stock

November 14, 2023 EX-10.80

Convertible Credit Facility Agreement by and among NMG IL 1, LLC and DEP Nevada, Inc., dated December 26, 2019

EXHIBIT 10.80 CONVERTIBLE CREDIT FACILITY AGREEMENT THIS CONVERTIBLE CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of December 26, 2019, (the “Effective Date”) by and among NMG IL 1, LLC, an Illinois limited liability company (the “Company”), and DEP Nevada, Inc., a Nevada corporation (the “Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascrib

November 14, 2023 EX-10.82

Membership Interest Purchase Agreement by and between DEP Nevada, Inc. and Big Stone Illinois, LLC with respect to NMG IL 1, LLC, dated December 26, 2019

EXHIBIT 10.82 MEMBERSHIP INTEREST PURCHASE AGREEMENT This membership interest purchase agreement (this “Agreement”) is hereby made and entered as of December 26, 2019 (the “Effective Date”), by and between DEP Nevada, Inc., a Nevada corporation (the “Buyer”) and Big Stone Illinois, LLC, an Illinois limited liability company (the “Seller”). As used herein, Buyer and Seller may individually be refer

November 14, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 14, 2023 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

November 14, 2023 EX-10.85

First Amended Membership Interest Purchase Agreement by and between DEP Nevada, Inc. and Big Stone Illinois, LLC with respect to NMG IL 4, LLC, dated December 2, 2022

EXHIBIT 10.85 FIRST AMENDED MEMBERSHIP INTEREST PURCHASE AGREEMENT REGARDING NMG IL 4, LLC This First Amended Membership Interest Purchase Agreement Regarding NMG IL 4, LLC (“1st Amended Agreement-4”) is entered into on this 2nd day of December, 2022 by and between Big Stone Illinois LLC, and Illinois limited liability company (“Seller”) and DEP Nevada, Inc., a Nevada corporation (“Buyer”). The Se

November 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: July 31, 2023 ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 000-55940 BODY AND MIND INC. (Exact name

November 14, 2023 EX-10.81

Convertible Credit Facility Agreement by and among NMG IL 4, LLC and DEP Nevada, Inc., dated December 26, 2019

EXHIBIT 10.81 CONVERTIBLE CREDIT FACILITY AGREEMENT THIS CONVERTIBLE CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of December 26, 2019, (the “Effective Date”) by and among NMG IL 4, LLC, an Illinois limited liability company (the “Company”), and DEP Nevada, Inc., a Nevada corporation (the “Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascrib

October 30, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31

October 23, 2023 EX-99.1

BODY AND MIND INC. Pro Forma Consolidated Financial Statements As of April 30, 2023, for the nine months ended April 30, 2023 and the year ended July 31, 2022 Expressed in U.S. dollars

EXHIBIT 99.1 BODY AND MIND INC. Pro Forma Consolidated Financial Statements As of April 30, 2023, for the nine months ended April 30, 2023 and the year ended July 31, 2022 Expressed in U.S. dollars (Unaudited) Body and Mind Inc. Pro Forma Consolidated Statement of Financial Position (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) Body and Mind Inc. Pro Forma Pro Forma as at As of

October 23, 2023 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 October 17, 2023 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 N

October 19, 2023 EX-99.1

Body and Mind Fully Repays Senior Secured Lender Closes Ohio Dispensary Transaction

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Fully Repays Senior Secured Lender Closes Ohio Dispensary Transaction Las Vegas, NV and Vancouver, B.C., CANADA (Newsfile Corp. - October 18, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce that the Company’s wholly owned subs

October 19, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 October 18, 2023 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 N

September 12, 2023 8-K

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 5, 2023 Date of Report (Date of earliest event reported)

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 5, 2023 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

September 12, 2023 EX-10.1

Membership Interest Purchase Agreement by and among DEP Nevada, Inc., NMG OH P1, LLC and LMTB LLC, dated September 5, 2023

EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (“Agreement”) is made as of September 5, 2023 (the “Effective Date”) by and among DEP Nevada, Inc. (the “Seller”), NMG OH P1, LLC d/b/a Body and Mind, an Ohio limited liability company (“Company”), and LMTB LLC, an Ohio limited liability company (“Buyer” and collectively with the Seller, the “Parties” a

September 12, 2023 EX-10.3

Consent Agreement by and among Body and Mind Inc., DEP Nevada, Inc., NMG OH P1, LLC, FG Agency Lending, LLC and Bomind Holdings LLC, dated September 11, 2023

EXHIBIT 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (this “Agreement”), dated as of September 11, 2023 (the “Effective Date”), is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), DEP Nevada, Inc., a Nevada corporation (“DEP Nevada”), NMG OH P1, LLC, an Ohio limited liability company (“NMG”), and FG Agency Lending LLC, a Delaware limited liability company (the “Agent”)

September 12, 2023 EX-10.2

Agreement by and between DEP Nevada, Inc., NMG OH P1, LLC and LMTB LLC, dated September 5, 2023

EXHIBIT 10.2 September 5, 2023 DEP Nevada, Inc. 2625 N. Green Valley Pkwy, Ste 150 Henderson, Nevada 89014 Email: [email protected] LMTB LLC 4801 Emerson Ave., Suite 112 Palatine, IL 60067 Email: [email protected] Re: Letter Agreement Reference is hereby made to that certain Membership Interest Purchase Agreement, dated September 5, 2023 by and between DEP Nevada, Inc. (“Seller”),

September 6, 2023 EX-99.1

Body and Mind Highlights Recent Activities

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Highlights Recent Activities Las Vegas, NV and Vancouver, B.C., CANADA (September 6, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to provide a corporate update, including the planned divestment of its Ohio processing operation and lice

September 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 6, 2023 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

July 26, 2023 EX-10.2

Agreement by and among FarmaceuticalRX, LLC and DEP Nevada, Inc., dated July 21, 2023

EXHIBIT 10.2 AGREEMENT By and among FARMACEUTICALRX, LLC AND DEP NEVADA INC. This Agreement (this “Agreement”) is made as of July 21, 2023 (“Effective Date”), by and among FARMACEUTICALRX, LLC (“Purchaser”), an Ohio limited liability company (“Purchaser”), and DEP NEVADA, INC., a Nevada corporation (“Seller”), in relation to business and operations of NMG OH 1, LLC, an Ohio limited liability compa

July 26, 2023 EX-10.3

Consent Agreement by and among Body and Mind Inc., DEP Nevada, Inc., NMG OH 1, LLC, FG Agency Lending LLC and Bomind Holdings LLC, dated July 21, 2023

EXHIBIT 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (this “Agreement”), dated as of July 21, 2023 (the “Effective Date”), is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), DEP Nevada, Inc., a Nevada corporation (“DEP Nevada”), NMG OH 1, LLC, an Ohio limited liability company (“NMG”), and FG Agency Lending LLC, a Delaware limited liability company (the “Agent”) and t

July 26, 2023 8-K

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 July 21, 2023 Date of Report (Date of earliest event reported)

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 July 21, 2023 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 Numb

July 26, 2023 EX-10.1

Equity Purchase Agreement by and among FarmaceuticalRX, LLC, NMG OH 1, LLC and DEP Nevada, Inc., dated July 21, 2023

EXHIBIT 10.1 Execution Version EQUITY PURCHASE AGREEMENT by and among FARMACEUTICALRX, LLC, NMG OH 1, LLC AND DEP NEVADA INC. Dated as of July21, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF INTERESTS; CLOSING 13 Section 2.1 Purchase and Sale 13 Section 2.2 Purchase Price 14 Section 2.3 Post-Closing Purchase Price Adjustment 15 Section 2.

July 24, 2023 EX-99.1

Body and Mind Announces Agreement to Divest Ohio Dispensary Transaction Supports Balance Sheet Flexibility & Strategic Growth Initiatives

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Agreement to Divest Ohio Dispensary Transaction Supports Balance Sheet Flexibility & Strategic Growth Initiatives Las Vegas, NV and Vancouver, B.C., CANADA (July 24, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce th

July 24, 2023 8-K

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 July 24, 2023 Date of Report (Date of earliest event reported)

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 July 24, 2023 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 Numb

June 30, 2023 EX-4.1

2023 Stock Incentive Plan*

EXHIBIT 4.1 BODY AND MIND INC. 2023 STOCK AND INCENTIVE PLAN Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum eff

June 30, 2023 EX-FILING FEES

Filing fee table*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 BODY AND MIND INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share 457(h) 9,773,000(3) $0.048(5) $469,104 $110.20 per

June 30, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BODY AND MIND INC. (Exact name of registrant as specified in its charter) Nevada 98-1319227 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 750 – 1095 West Pender Street Vancouver, BC, Canada V6E 2M6 (Address of

June 21, 2023 EX-99.1

Body and Mind Announces Q3 2023 Financial Results Reports Quarterly Revenue of US$7.3 Million & Highlights Recent Developments

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Q3 2023 Financial Results Reports Quarterly Revenue of US$7.3 Million & Highlights Recent Developments Las Vegas, NV and VANCOUVER, B.C., CANADA (June 21, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to announce financial res

June 21, 2023 8-K

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 June 21, 2023 Date of Report (Date of earliest event reported)

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 June 21, 2023 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 Numb

June 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AND

June 16, 2023 8-K

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 June 13, 2023 Date of Report (Date of earliest event reported)

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 June 13, 2023 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 Numb

June 16, 2023 EX-99.1

BODY AND MIND PROVIDES CORPORATE UPDATE

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination BODY AND MIND PROVIDES CORPORATE UPDATE Las Vegas, NV and Vancouver, B.C. (June 16, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”) an operations-driven multistate cannabis company, is pleased to announce the Company has received all regulatory approvals to complete the transaction to divest the Body and Mind Musk

June 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 3

June 7, 2023 8-K

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 June 2, 2023 Date of Report (Date of earliest event reported)

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 June 2, 2023 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 Numbe

May 25, 2023 8-K

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 May 25, 2023 Date of Report (Date of earliest event reported)

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 May 25, 2023 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 Numbe

May 25, 2023 EX-99.1

BODY AND MIND MARKHAM ILLINOIS DISPENSARY GRAND OPENING

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination BODY AND MIND MARKHAM ILLINOIS DISPENSARY GRAND OPENING Las Vegas, Nevada and Vancouver, British Columbia-(Newsfile Corp. - May 25, 2023) – Body and Mind Inc. (CSE: BAMM) (OTCQB: BMMJ) (the “Company” or “BaM”) an operations-driven multistate cannabis company, is pleased to announce the Grand Opening of the Body and Mind dispensary in Markham,

April 26, 2023 EX-99.1

BODY AND MIND OPENS MARKHAM ILLINOIS DISPENSARY

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination BODY AND MIND OPENS MARKHAM ILLINOIS DISPENSARY Las Vegas NV and Vancouver, B.C. (April 26, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”) an operations-driven multistate cannabis company, is pleased to announce entry into the Illinois market with the opening of the Body and Mind dispensary in Markham, Illinois.

April 26, 2023 8-K

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 April 25, 2023 Date of Report (Date of earliest event reported)

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 April 25, 2023 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 Num

April 19, 2023 EX-10.1

Stock Purchase Agreement between Big Bhang Events, LLC, NMG MI 1, Inc. and DEP Nevada, Inc., dated April 14, 2023

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement and the exhibits (together, this “Agreement”) is entered into as of April 14, 2023 by and between (i) Big Bhang Events, LLC (“Buyer”), (ii) NMG MI 1, Inc. (“Company”), and (iii) Company’s sole shareholder, DEP Nevada, Inc. (“Seller”). RECITALS WHEREAS, Company is in the commercial cannabis industry in the State of Michigan and hol

April 19, 2023 EX-99.1

Body and Mind Provides Corporate Update

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Corporate Update LAS VEGAS, NV and VANCOUVER, B.C., CANADA (April 18, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), an operations-driven multistate cannabis company, is pleased to provide an update on construction progress of the new Body and Mind-branded dispensary in Markham, Illinois,

April 19, 2023 8-K

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 April 14, 2023 Date of Report (Date of earliest event reported)

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 April 14, 2023 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 Num

April 19, 2023 EX-10.2

Management Services Agreement between Big Bhang Events, LLC and NMG MI 1, Inc., dated April 14, 2023

EXHIBIT 10.2 MANAGEMENT SERVICES AGREEMENT This management services agreement (the “Agreement”) is hereby made and entered into as of April 14, 2023, by and among Big Bhang Events, LLC, a Michigan limited liability company (“Manager”), NMG MI 1, Inc., a Michigan corporation (the “Company”), and DEP Nevada, Inc., a Nevada corporation (“DEP”). Company, Manager, and DEP are each referred to herein as

April 4, 2023 8-K

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 March 31, 2023 Date of Report (Date of earliest event reported)

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 March 31, 2023 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 Num

April 3, 2023 SC 13D

BMMJ / Body and Mind Inc / Bengal Impact Partners, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13D-101) Under the Securities Exchange Act of 1934 (Amendment No. )* Body and Mind Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09689V100 (CUSIP Number) Bengal Impact Partners, LLC c/o Joshua Rosen 6608 E. 2nd St. Scottsdale, AZ 85251 (312) 593-3311 Copies to

April 3, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat

March 23, 2023 EX-99.1

Body and Mind Announces Q2 2023 Financial Results Reports Quarterly Revenue of US$7.7 Million & Highlights Recent Developments

EX-99.1 2 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Q2 2023 Financial Results Reports Quarterly Revenue of US$7.7 Million & Highlights Recent Developments Las Vegas, NV and VANCOUVER, B.C., CANADA (March 23, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company

March 23, 2023 8-K

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 March 23, 2023 Date of Report (Date of earliest event reported)

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 March 23, 2023 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 Num

March 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

March 17, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: January 31, 2023. ☐

March 6, 2023 EX-99.2

Canopy Monterey Bay, LLC UNAUDITED FINANCIAL STATEMENTS For the nine months ended September 30, 2021 (Expressed in U.S. Dollars)

EXHIBIT 99.2 Canopy Monterey Bay, LLC UNAUDITED FINANCIAL STATEMENTS For the nine months ended September 30, 2021 (Expressed in U.S. Dollars) 1 Unaudited Financial Statements Unaudited Balance Sheet as of September 30, 2021 3 Unaudited Statement of Operations for the Nine Months Ended September 30, 2021 4 Unaudited Statement of Changes in Members' Equity for the Nine Months Ended September 30, 202

March 6, 2023 EX-99.3

BODY AND MIND INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EXHIBIT 99.3 BODY AND MIND INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On November 30, 2021, Body and Mind, Inc, (‘the Company”) through its 100% owned subsidiary DEP Nevada Inc. (“DEP”) entered into two definitive agreements with Canopy Monterey Bay, LLC (“Canopy”) and the membership interest owners (the “Sellers”) of Canopy to acquire an aggregate of 100% of Canopy, which owns a reta

March 6, 2023 EX-99.1

Canopy Monterey Bay, LLC REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS For the year ended December 31, 2020 (Expressed in U.S. Dollars)

EX-99.1 2 bmmjex991.htm EX-99.1 EXHIBIT 99.1 Canopy Monterey Bay, LLC REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS For the year ended December 31, 2020 (Expressed in U.S. Dollars) 1 Report of Independent Registered Public Accounting Firm 3 Financial Statements Balance Sheet as of December 31, 2020 4 Statements of Income for the Year Ended December 31, 2020 5 Sta

March 6, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2022 Date of Report (Date of earliest event reporte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2022 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

February 28, 2023 EX-99.1

Body and Mind Provides Update on Illinois Dispensaries

EX-99.1 2 bmmjex991.htm PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Update on Illinois Dispensaries LAS VEGAS, NV and VANCOUVER, B.C., CANADA (February 28, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), an operations-driven multistate cannabis company, is pleased to provide a corporate update on construction progress f

February 28, 2023 8-K

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 February 28, 2023 Date of Report (Date of earliest event reported)

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 February 28, 2023 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

February 10, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

February 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

February 9, 2023 CORRESP

Michael Shannon

Reply to the Attention of: Michael Shannon Direct Line: 604.893.7638 Email Address: [email protected] Our File No.: 1009999-276731 Date: February 9, 2023 Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Division of Corporation Finance Dear Sirs/Mesdames: Re: Body and Mind Inc. Form 10-K for th

February 2, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 February 1, 2023 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 N

February 2, 2023 EX-99.1

Body and Mind Appoints Josh Rosen to Board of Directors

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Appoints Josh Rosen to Board of Directors LAS VEGAS, NV and VANCOUVER, B.C., CANADA (February 2, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), an operations-driven multistate cannabis company, is pleased to announce the appointment of Josh Rosen to its board of directors. Mr. Rosen is managing par

January 25, 2023 EX-99.1

Body and Mind Announces (October 2022) Q1 2023 Financial Results Reports Quarterly Revenue of US$7.8 Million & Highlights Recent Developments

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces (October 2022) Q1 2023 Financial Results Reports Quarterly Revenue of US$7.8 Million & Highlights Recent Developments Las Vegas, NV and VANCOUVER, B.C., CANADA (January 25, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to anno

January 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 25, 2023 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 N

January 24, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

January 18, 2023 EX-99.1

Body and Mind Announces Fiscal Year End (July) 2022 Financial Results Reports Annual Revenue of US$31.6 Million & Highlights Recent Developments

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Announces Fiscal Year End (July) 2022 Financial Results Reports Annual Revenue of US$31.6 Million & Highlights Recent Developments Las Vegas, NV and VANCOUVER, B.C., CANADA (January 18, 2023) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operations-focused cannabis company, is pleased to a

January 18, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 18, 2023 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 N

January 17, 2023 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2022 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 incorporatio

January 17, 2023 EX-21.1

Subsidiaries of Body and Mind Inc.

EXHIBIT 21.1 SUBSIDIARIES OF BODY AND MIND INC. The following is a list of all the subsidiaries of the Company and the corresponding state or jurisdiction of incorporation or organization of each. All subsidiaries of the Company are directly or indirectly owned by the Company. Name of Entity Place of Incorporation/Formation Ownership Interest Date of Acquisition or formation DEP Nevada Inc.(1) Nev

January 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: July 31, 2022 ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 000-55940 BODY AND MIND INC. (Exact name

January 17, 2023 EX-4.1

Form of Warrant, dated December 19, 2022, issued by Body and Mind Inc. to each of BAM I, A Series of Bengal Catalyst Fund SPV, LP, Mindset Value Fund LP and Mindset Value Wellness Fund LP

EXHIBIT 4.1 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 20, 2023. THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SE

January 17, 2023 EX-3.3

Amended and Restated Bylaws

EX-3.3 2 bmmjex33.htm AMENDED AND RESTATED BYLAWS EXHIBIT 3.3 AMENDED AND RESTATED BYLAWS OF BODY AND MIND INC. ARTICLE I GENERAL The provisions of this document constitute the Bylaws of Body and Mind Inc. (formerly Deploy Technologies, Inc.), a Nevada corporation, hereinafter referred to as the Corporation, which Bylaws shall be utilized to govern the management and operation of the Corporation.

January 17, 2023 EX-4.2

Description of Registrant’s Securities

EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this Exhibit 4.2 is a part, Body and Mind Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, being the Company’s shares of common stock

January 6, 2023 EX-99.1

Body and Mind Inc. Updates Progress in Filing Financial Statements

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Inc. Updates Progress in Filing Financial Statements LAS VEGAS, NV and VANCOUVER, B.C., CANADA (January 5, 2023) ? Body and Mind Inc. (CSE: BAMM, US OTCQB: BMMJ) (the ?Company? or ?BaM?) is providing an update regarding its delayed annual financial statements for the year ended July 31, 2022, including the related management dis

January 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 5, 2023 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 Nu

December 23, 2022 EX-10.4

Form of Debenture, dated December 19, 2022, issued by Body and Mind Inc. to each of BAM I, A Series of Bengal Catalyst Fund SPV, LP, Mindset Value Fund LP and Mindset Value Wellness Fund LP

EX-10.4 6 bmmjex104.htm FORM OF DEBENTURE EXHIBIT 10.4 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 20, 2023. THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAW

December 23, 2022 EX-10.5

Registration Rights Agreement between Body and Mind Inc., BAM I, A Series of Bengal Catalyst Fund SPV, LP, Mindset Value Fund LP and Mindset Value Wellness Fund LP, dated December 19, 2022

EX-10.5 7 bmmjex105.htm REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2022, between Body and Mind Inc., a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement

December 23, 2022 EX-2.1

Agreement and Plan of Merger between Body and Mind Inc., DEP Nevada, Inc., BaM Body and Mind Dispensary NJ, Inc., CraftedPlants NJ Corp. and the shareholders of CraftedPlants NJ Corp., dated December 21, 2022

EX-2.1 2 bmmjex21.htm AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of December 21, 2022 (the “Effective Date”) is entered into among Body and Mind, Inc., a Nevada corporation (“BaM”), DEP Nevada, Inc., a Nevada corporation (“Parent”), BaM Body and Mind Dispensary NJ, Inc, a New Jersey corporat

December 23, 2022 EX-10.6

Subordination Agreement BAM I, A Series of Bengal Catalyst Fund SPV, LP, Mindset Value Fund LP and Mindset Value Wellness Fund LP, Body and Mind Inc., DEP Nevada, Inc., Nevada Medical Group, LLC, NMG OH 1, LLC, NMG OH P1, LLC, NMG Long Beach, LLC, NMG MI C1, Inc., NMG MI P1, Inc., NMG MI 1, Inc., NMG CA C1, LLC, NMG CA P1, LLC, NMG CA 1, LLC and FG Agency Lending LLC, dated December 19, 2022

EXHIBIT 10.6 Execution Version SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) is made as of December 19, 2022 by and among SPV to be managed by Bengal Impact Partners, LLC, Mindset Value Fund and Mindset Value Wellness Fund (the ?Junior Creditors?), Body & Mind Inc., a Nevada corporation (the ?Comp

December 23, 2022 EX-10.2

Consent and Amendment to Loan Agreement between Body and Mind Inc., FG Agency Lending LLC and Bomind Holdings LLC, dated December 16, 2022

EX-10.2 4 bmmjex102.htm CONSENT AND AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.2 CONSENT AND AMENDMENT TO LOAN AGREEMENT This CONSENT AND AMENDMENT TO LOAN AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), FG Agency Lending LLC, a Delaware limited liability company (the “Agent”) and the lenders party thereto (ea

December 23, 2022 EX-99.1

Body and Mind Inc. Closes Strategic Capital Raise and Enters New Jersey Market

EX-99.1 9 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Inc. Closes Strategic Capital Raise and Enters New Jersey Market LAS VEGAS, NV and VANCOUVER, B.C., CANADA (December 22, 2022) –Body and Mind Inc. (CSE: BAMM, US OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operator, is pleased to announce a number of developments which fund the Compa

December 23, 2022 EX-10.3

Form of Securities Purchase Agreement between Body and Mind Inc. and each of BAM I, A Series of Bengal Catalyst Fund SPV, LP, Mindset Value Fund LP and Mindset Value Wellness Fund LP, dated December 19, 2022

EX-10.3 5 bmmjex103.htm FORM OF SECURITIES PURCHASE AGREEMENT EXHIBIT 10.3 THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 19, 2022, by and between Body and Mind Inc., a Nevada corporation (the “Company”) with its principal executive offices situated at 750 -1095 West Pender Street, Vancouver, British Columbia, Canada V6E 2M6, and [●] (the “Purchaser”) a Delawar

December 23, 2022 EX-10.1

Limited Waiver and Amendment to Loan Agreement between Body and Mind Inc., DEP Nevada, Inc., Nevada Medical Group, LLC, NMG OH 1, LLC, NMG OH P1, LLC, NMG Long Beach, LLC, NMG MI C1, Inc., NMG MI P1, Inc., NMG MI 1, Inc., NMG CA C1, LLC, NMG CA P1, LLC, NMG CA 1, LLC and NMG Cathedral City, LLC, FG Agency Lending LLC and Bomind Holdings LLC, dated December 12, 2022

EX-10.1 3 bmmjex101.htm LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.1 LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT This LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT, dated as of December 12, 2022 (this “Agreement”), is made by and among BODY AND MIND, INC., a Nevada corporation (the “Borrower”), DEP Nevada, Inc., a Nevada corporation (“Holdings”), the other Guarantors set forth o

December 23, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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 December 12, 2022 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

December 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 December 22, 2022 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

December 22, 2022 EX-99.1

Body and Mind Inc. Updates Progress in Filing Financial Statements

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Inc. Updates Progress in Filing Financial Statements LAS VEGAS and VANCOUVER, B.C., CANADA (December 22, 2022) ?Body and Mind Inc. (CSE: BAMM, US OTCQB: BMMJ) (the ?Company? or ?BaM?) is providing an update regarding its delayed annual financial statements for the year ended July 31, 2022, including the related management discus

December 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: October 31, 2022. ?

December 13, 2022 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 December 7, 2022 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 N

December 9, 2022 SC 13D/A

BMMJ / Body and Mind Inc. / HASMAN ROBERT - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D /A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BODY AND MIND INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 09689V100 (CUSIP Number) ROBERT HASMAN 9811 W. Charleston Blvd 2-624 Las Vegas, NV 89117 Telephone: 702-769-2725 (Name, Address and Telephone Number of

December 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 December 8, 2022 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 N

December 8, 2022 EX-99.1

Body and Mind Provides Corporate Update

EX-99.1 2 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Corporate Update VANCOUVER, B.C., CANADA (December 8, 2022) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operator, is pleased to announce that it has closed the Seaside dispensary transaction, which it had previously disclosed such transaction

November 30, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 30, 2022 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

November 30, 2022 EX-99.1

BODY AND MIND ANNOUNCES DELAY IN FILING ANNUAL FINANCIAL STATEMENTS

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination BODY AND MIND ANNOUNCES DELAY IN FILING ANNUAL FINANCIAL STATEMENTS Vancouver, B.C., Canada (November 30, 2022) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?) wishes to announce that its annual financial statements for the year ended July 31, 2022, including the related management discussion and analysis, and CEO and C

October 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: July 31, 2022. ? Tr

July 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 July 27, 2022 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 Numb

July 27, 2022 EX-99.1

Body and Mind Awarded Two Conditional Chicago Dispensary Licenses

NEWS RELEASE ? For Immediate Dissemination Body and Mind Awarded Two Conditional Chicago Dispensary Licenses VANCOUVER, B.

July 20, 2022 8-K

Unregistered Sales of Equity Securities

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 July 15, 2022 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 Numb

June 22, 2022 EX-99.1

Body and Mind Reports Q3 FY2022 Financial Results

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Reports Q3 FY2022 Financial Results Las Vegas, NV and Vancouver, B.C., Canada (June 21, 2022) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a multi-state US cannabis operator, is pleased to report its financial results for the third fiscal quarter ended April 30, 2022. Q3 FY2022 Financial Summary (resul

June 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 June 21, 2022 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 Numb

June 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AND

June 21, 2022 EX-99.1

Body and Mind Amends Seaside Dispensary Purchase Agreement $1.25 million of Purchase Price Switched from Cash to Common Stock

NEWS RELEASE ? For Immediate Dissemination Body and Mind Amends Seaside Dispensary Purchase Agreement $1.

June 21, 2022 EX-10.1

Amendment No. 2 to Loan Agreement between Body and Mind Inc., DEP Nevada Inc., Nevada Medical Group, LLC, NMG OH 1, LLC, NMG OH P1, LLC, NMG Long Beach, LLC, NMG Cathedral City, LLC, NGM CA 1, LLC, NMG CA C1, LLC, NMG MI 1, Inc., NMG MI P1, Inc., NMG MI C1, Inc., FG Agency Lending LLC and Bomind Holdings LLC, dated June 14, 2022

EXHIBIT 10.1 AMENDMENT NO. 2 TO LOAN AGREEMENT AMENDMENT NO. 2 TO LOAN AGREEMENT (this ?Amendment?), dated as of June 14, 2022 (?Amendment No. 2 Effective Date?), among Body and Mind, Inc., a Nevada corporation (the ?Borrower?), DEP Nevada, Inc., a Nevada corporation (?Holdings?), the Guarantors (together with Holdings, each a ?Guarantor? and collectively, the ?Guarantors? set forth in the Loan Ag

June 21, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 June 14, 2022 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 Numb

June 21, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 21, 2022 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 Numb

June 21, 2022 EX-10.1

First Amendment to Membership Interest Purchase Agreements between DEP Nevada, Inc., Canopy Monterey Bay, LLC, Cary Stiebel, Jana Stiebel, Jayme Rivard, Adrian Dermicek and Laurie Johnson, dated June 17, 2022.

EXHIBIT 10.1 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTS This first amendment to the stock purchase agreement (this ?First Amendment?) is made and entered into on June 17, 2022 (the ?Effective Date?), by and between DEP NEVADA, INC. (?Buyer?) on one hand and CARY STIEBEL, JANA STIEBEL, JAYME RIVARD, ADRIAN DERMICEK, AND LAURIE JOHNSON (collectively the ?Sellers?) and CANOPY MONTEREY

June 21, 2022 EX-4.1

Warrant to Purchase 1,000,000 Common Shares, dated June 14, 2022, issued by Body and Mind Inc. to Bomind Holdings LLC

EXHIBIT 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES

June 15, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 15, 2022 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 Numb

June 15, 2022 EX-99.1

Body and Mind Extends Debt Financing Provides Flexibility in Expansion Plans

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Extends Debt Financing Provides Flexibility in Expansion Plans Las Vegas, NV and Vancouver, B.C., Canada (June 15, 2022) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a multi-state US cannabis operator, is pleased to provide an update on the extension and amendments to its loan agreement (the ?Loan Agre

June 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: April 30, 2022. ? T

June 8, 2022 EX-99.1

Body and Mind Expands Wholesale Operations Body and Mind Flower and Extracts in Arkansas Expanded Product portfolio in Ohio

EX-99.1 2 bmmjex991.htm EX-99.1 EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Expands Wholesale Operations Body and Mind Flower and Extracts in Arkansas Expanded Product portfolio in Ohio Las Vegas, NV and Vancouver, B.C., Canada (June 8, 2022) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state US cannabis operator, is pleased to provide a

June 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 June 8, 2022 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 Numbe

April 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 April 7, 2022 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 Numb

April 7, 2022 EX-99.1

Body and Mind Provides Corporate Update San Diego Dispensary Rebranded from ShowGrow to Body and Mind Expanded Branded Products in Ohio

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Provides Corporate Update San Diego Dispensary Rebranded from ShowGrow to Body and Mind Expanded Branded Products in Ohio Las Vegas, NV and Vancouver, B.C., Canada (April 7, 2022) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state US cannabis operator, is pleased to provide an update on operati

April 1, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 March 31, 2022 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 Num

March 18, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 18, 2022 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 Num

March 18, 2022 EX-99.1

Body and Mind Reports Q2 FY2022 Financial Results 27% year-over-year revenue growth, 6% sequential quarter-over-quarter revenue growth Positive operational cashflow Management to host earnings call March 18th

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Reports Q2 FY2022 Financial Results 27% year-over-year revenue growth, 6% sequential quarter-over-quarter revenue growth Positive operational cashflow Management to host earnings call March 18th Las Vegas, NV and Vancouver, B.C., Canada (March 18, 2022) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a mu

March 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

March 16, 2022 EX-99.1

Body and Mind to Release Q2 Fiscal Results on March 17

NEWS RELEASE ? For Immediate Dissemination Body and Mind to Release Q2 Fiscal Results on March 17 Las Vegas, NV and Vancouver, B.

March 16, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 March 15, 2022 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 Num

February 11, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

February 11, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 bmmjdefa14a.htm FORM DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

February 2, 2022 EX-99.1

Body and Mind Expands to Michigan Michigan Body and Mind Branded Dispensary Opening and Vertical Operations In Development Long Beach Dispensary Completes Rebrand to Body and Mind Operation

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Expands to Michigan Michigan Body and Mind Branded Dispensary Opening and Vertical Operations In Development Long Beach Dispensary Completes Rebrand to Body and Mind Operation Las Vegas, NV and Vancouver, B.C., Canada (February 2, 2022) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a multi-state cannabi

February 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 2, 2022 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 N

December 17, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 December 16, 2021 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

December 17, 2021 EX-99.1

Body and Mind Reports Q1 FY2022 Financial Results 43% year-over-year growth and continued positive operational cashflow Management to host earnings call December 17th

EX-99.1 2 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Reports Q1 FY2022 Financial Results 43% year-over-year growth and continued positive operational cashflow Management to host earnings call December 17th Las Vegas, NV and Vancouver, B.C., Canada (December 16, 2021) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a mult

December 15, 2021 EX-10.1

Amendment No. 1 to Loan Agreement between Body and Mind Inc., DEP Nevada Inc., Nevada Medical Group LLC, NMG OH 1, LLC, NMG OH P1, LLC, NMG Long Beach, LLC, NMG Cathedral City, LLC, NMG CA 1, LLC, NMG CA P1, LLC, NMG CA C1, LLC, NMG MI 1, Inc., NMG MI P1, Inc., NMG MI C1, Inc., FG Agency Lending LLC and Bomind Holdings LLC, dated November 30, 2021

EX-10.1 2 bmmjex101.htm EX-10.1 EXHIBIT 10.1 Execution Version AMENDMENT NO. 1 TO LOAN AGREEMENT AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of November 30, 2021 (“Amendment No. 1 Effective Date”), among Body and Mind, Inc., a Nevada corporation (the “Borrower”), DEP Nevada, Inc., a Nevada corporation (“Holdings”), the Guarantors (together with Holdings, each a “Guarantor” and c

December 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55940 BODY AN

December 6, 2021 EX-10.3

Security Agreement between Canopy Monterey Bay, LLC and Cary Stiebel, Jana Steibel, Jayme Rivard, Adrian Dermicek and Laurie Johnson, dated November 30, 2021

EX-10.3 4 bmmjex103.htm EX-10.3 EXHIBIT 10.3 SECURITY AGREEMENT This Security Agreement dated November 30, 2021 made by and between CANOPY MONTEREY BAY LLC, a California limited liability company (the "Grantor") and CARY STIEBEL, JANA STIEBEL, JAYME RIVARD, ADRIAN DERMICEK, AND LAURIE JOHNSON (collectively the "Secured Party"). For value received, and to secure both the payment of the Indebtedness

December 6, 2021 EX-10.2

Secured Promissory Note in the amount of $2,300,000 between DEP Nevada, Inc. and Cary Stiebel, Jana Stiebel, Jayme Rivard, Adrian Dermicek and Laurie Johnson, dated November 30, 2021

EX-10.2 3 bmmjex102.htm EX-10.2 EXHIBIT 10.2 SECURED PROMISSORY NOTE $2,300,000.00 November 30, 2021 Monterey, California FOR VALUE RECEIVED, DEP NEVADA, INC., A NEVADA CORPORATION (“Borrower”), hereby unconditionally promises to pay to the order of CARY STIEBEL, JANA STIEBEL, JAYME RIVARD, ADRIAN DERMICEK, AND LAURIE JOHNSON (collectively “Lender”), in lawful money of the United States of America

December 6, 2021 EX-10.1

Membership Interest Purchase Agreement between DEP Nevada, Inc., Canopy Monterey Bay, LLC, Cary Stiebel, Jana Stiebel, Jayme Rivard, Adrian Dermicek and Laurie Johnson, dated November 30, 2021

EX-10.1 2 bmmjex101.htm EX-10.1 EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of November 30, 2021 by and among DEP Nevada, Inc. as Buyer and CARY STIEBEL, JANA STIEBEL, JAYME RIVARD ADRIAN DERMICEK, AND LAURIE JOHNSON as Sellers and CANOPY MONTEREY BAY, LLC as Company MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of

December 6, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 November 30, 2021 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

December 6, 2021 EX-10.4

Holding Escrow Instructions between DEP Nevada, Inc., Canopy Monterey Bay, LLC, Cary Stiebel, Jana Stiebel, Jayme Rivard, Adrian Dermicek, Laurie Johnson and Secured Trust Escrow, Inc., dated November 30, 2021

EX-10.4 5 bmmjex104.htm EX-10.4 EXHIBIT 10.4 411 Isis Ave. 2nd Floor Inglewood, CA 90301 Telephone 310-318-3300 Fax 310-712-8383 Escrow No.: HH-2374-SR Date: November 29, 2021 Escrow Officer: Sally Rowshan Email: [email protected] Whereas DEP Nevada, Inc., a Nevada corporation (“Buyer”) and Canopy Monterey Bay, LLC, a California limited liability company (“Company”), and Cary Stiebel, J

December 6, 2021 EX-10.6

Membership Interest Purchase Agreement between DEP Nevada, Inc., and Cary Stiebel, dated November 30, 2021

EX-10.6 7 bmmjex106.htm EX-10.6 EXHIBIT 10.6 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 30, 2021 (the “Effective Date”), is made by and among DEP Nevada, Inc., a Nevada corporation (“Buyer”), and Cary Stiebel, an individual (the “Seller”). The Buyer and the Seller may also be referred to herein individually as a “Part

December 6, 2021 EX-10.5

Landlord Consent to Change of Tenant between Ann Marie Bevins and Carol Gay Lavin, the Successor Co-Trustees of the Peter Ralph Lavin Trust U/A DTD August 7, 2006, as amended, Canopy Monterey Bay, LLC and Body and Mind Inc., dated November 30, 2021

EXHIBIT 10.5 LANDLORD CONSENT TO CHANGE OF CONTROL OF TENANT THIS LANDLORD CONSENT TO CHANGE OF CONTROL OF TENANT (?Agreement?), dated November 30, 2021 (the ?Execution Date?), is by and between ANN MARIE BEVINS and CAROL GAY LAVIN, the Successor Co-Trustees of the Peter Ralph Lavin Trust U/A DTD August 7, 2006, as amended (?Landlord?), Canopy Monterey Bay, LLC, a California limited liability comp

December 1, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 December 1, 2021 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 N

December 1, 2021 EX-99.1

Body and Mind Expands in Seaside California Definitive agreements signed for acquisition of Seaside California Dispensary

EX-99.1 2 bmmjex991.htm NEWS RELEASE DATED DECEMBER 1, 2021. EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Expands in Seaside California Definitive agreements signed for acquisition of Seaside California Dispensary Las Vegas, NV and Vancouver, B.C., Canada (December 1, 2021) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operator, is p

November 19, 2021 EX-21.1

Subsidiaries of Body and Mind Inc.

EXHIBIT 21.1 SUBSIDIARIES OF BODY AND MIND INC. The following is a list of all the subsidiaries of the Company and the corresponding state or jurisdiction of incorporation or organization of each. All subsidiaries of the Company are directly or indirectly owned by the Company. Name of Subsidiary Place of Incorporation/Formation Ownership Interest DEP Nevada Inc.(1) Nevada, USA 100% Nevada Medical

November 19, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: July 31, 2021. ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 000-55940 BODY AND MIND INC. (Exact nam

November 19, 2021 EX-10.52

Second Amended and Restated Consulting Agreement with Fairlawn Capital Partners Ltd. and Michael Mills, dated effective June 1, 2021

EXHIBIT 10.52 SECOND AMENDED AND RESTATED CONSULTING AGREEMENT THIS AGREEMENT is made and dated effective as of the 1st day of June, 2021 (the “Effective Date”) BETWEEN: BODY AND MIND INC. a Nevada corporation with an address at 750 - 1095 West Pender Street, Vancouver, British Columbia, V6E 2M6 (the “Company”) AND: FAIRLAWN CAPITAL PARTNERS LTD., a company incorporated under the laws of British C

November 19, 2021 EX-99.1

Body and Mind Reports Record Year End Financial Results Year over Year Revenue Increase of 332% FY2021 Q3 to FY2021 Q4 Revenue Increase of 14 % and Profitable FY2021 Q4 Conference Call Scheduled for 11:00 AM Eastern

EX-99.1 2 bmmjex991.htm NEWS RELEASE EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Reports Record Year End Financial Results Year over Year Revenue Increase of 332% FY2021 Q3 to FY2021 Q4 Revenue Increase of 14 % and Profitable FY2021 Q4 Conference Call Scheduled for 11:00 AM Eastern Las Vegas, NV and VANCOUVER, B.C., CANADA (November 19, 2021) – Body and Mind Inc. (CSE: BA

November 19, 2021 EX-10.53

Second Amended and Restated Consulting Agreement with Golden Tree Capital Corp. and Dong H. Shim, dated effective June 1, 2021

EXHIBIT 10.53 SECOND AMENDED AND RESTATED CONSULTING AGREEMENT THIS AGREEMENT is made and dated effective as of the 1st day of June, 2021 (the “Effective Date”) BETWEEN: BODY AND MIND INC. a Nevada corporation with an address at 750 - 1095 West Pender Street, Vancouver, British Columbia, V6E 2M6 (the “Company”) AND: GOLDEN TREE CAPITAL CORP. a company having an office address of 970-777 Hornby Str

November 19, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 19, 2021 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

November 19, 2021 EX-10.54

Second Amended and Restated Employment Agreement with Stephen ‘Trip’ Hoffman, dated effective June 1, 2021

EXHIBIT 10.54 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the “Agreement”), dated and effective June 1, 2021 (the “Effective Date”) is made by and between Body and Mind, Inc, a Nevada corporation, (the “Employer”) and Stephen ‘Trip’ Hoffman, an individual (the “Employee”). This Agreement supersedes the Employment Agreement, dated November

November 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 15, 2021 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

November 15, 2021 EX-99.1

Body and Mind Expands Branded Products to Ohio Update on Michigan Development, Arkansas Cultivation and FY2021 Financials

EX-99.1 2 bmmjex991.htm EX-99.1 EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Expands Branded Products to Ohio Update on Michigan Development, Arkansas Cultivation and FY2021 Financials LAS VEGAS, NV and VANCOUVER, B.C., CANADA (November 15, 2021) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operator focused on limited license market

October 29, 2021 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 bmmjnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-55940 CUSIP NUMBER 09689V 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR Fo

September 22, 2021 8-K

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

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 16, 2021 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

September 21, 2021 EX-99.1

Body and Mind Commences Michigan Vertical Market Expansion

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind Commences Michigan Vertical Market Expansion LAS VEGAS and VANCOUVER, B.C., CANADA (September 21, 2021) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a multi-state operator focused on limited license markets, is pleased to report plans to enter the Michigan market with fully funded dispensary, cultivati

September 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 21, 2021 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

September 17, 2021 EX-99.1

Body and Mind Closes NMG Ohio Dispensary and Processing Facility Transaction

EXHIBIT 99.1 NEWS RELEASE – For Immediate Dissemination Body and Mind Closes NMG Ohio Dispensary and Processing Facility Transaction LAS VEGAS and VANCOUVER, B.C., CANADA (September 17, 2021) – Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state operator focused on limited license markets, is pleased to report the closing of the acquisition of the remaining 70% inte

September 17, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2021 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

September 13, 2021 SC 13D/A

BMMJ / Body and Mind Inc. / AUSTRALIS CAPITAL INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* BODY AND MIND INC. (Name of Issuer) COMMON STOCK, WITH A PAR VALUE OF $0.0001 (Title of Class of Securities) 09689V100 (CUSIP Number) AUSTRALIS CAPITAL INC. 376 East Warm Springs Road, Suite 190 Las Vegas, Nevada 89119 Telephone: 702-817-2214 (Name, Add

August 30, 2021 SC 13D/A

BMMJ / Body and Mind Inc. / AUSTRALIS CAPITAL INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* BODY AND MIND INC. (Name of Issuer) COMMON STOCK, WITH A PAR VALUE OF $0.0001 (Title of Class of Securities) 09689V100 (CUSIP Number) AUSTRALIS CAPITAL INC. 376 East Warm Springs Road, Suite 190 Las Vegas, Nevada 89119 Telephone: 702-817-2214 (Name, Addr

August 6, 2021 EX-99.1

Body and Mind has Management Agreements and Option to Acquire Two Illinois Entities That Each Win a Chicago Conditional License in Illinois Dispensary Lottery

EXHIBIT 99.1 NEWS RELEASE ? For Immediate Dissemination Body and Mind has Management Agreements and Option to Acquire Two Illinois Entities That Each Win a Chicago Conditional License in Illinois Dispensary Lottery VANCOUVER, B.C., CANADA (August 6, 2021) ? Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the ?Company? or ?BaM?), a multi-state operator, is pleased to announce that it has management ag

August 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 August 6, 2021 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 Num

July 23, 2021 EX-10.3

Pledge Agreement between Body and Mind Inc., DEP Nevada Inc., Nevada Medical Group, LLC, and FG Agency Lending LLC, dated July 19, 2021

EX-10.3 6 bmmjex103.htm EX-10.3 EXHIBIT 10.3 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of July 19, 2021 (as amended, modified or supplemented from time to time, this “Agreement”), is by and among Body and Mind, Inc., a Nevada corporation and each other entity listed as a “Pledgor” on the signature pages hereto (each, a “Pledgor” and collectively, the “Pledgors”), and FG Agency Lending LLC (

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