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 Number)
(IRS Employer
Identification No.)
750 – 1095 West Pender Street Vancouver, British Columbia, Canada
V6E 2M6
(Address of principal executive offices)
(Zip Code)
(800) 361-6312 Registrant’s telephone number, including area code
Not applicable. (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
N/A
N/A
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On August 6, 2021, Body and Mind Inc. (the “Company” or “BaM”) issued a news release to announce that it has management agreements with each of NMG IL 1, LLC (“NMG IL 1”) and NMG IL 4, LLC (“NMG IL 4”) and the option to indirectly acquire all of the membership interests in each of NMG IL 1 and NMG IL 4 pursuant to a convertible credit facility between BaM’s subsidiary, DEP Nevada, Inc. (“DEP”) and each of NMG IL 1 and NMG IL 4, and membership interest purchase agreements between DEP and the members of NMG IL 1 and NMG IL 4, subject to obtaining all required local and state regulatory authorization. Each of NMG IL 1 and NMG IL 4 have been identified in the Illinois Department of Financial and Professional Regulation (IDFPR) results of the Social Equity Justice Involved Lottery for 55 Conditional Adult-Use Cannabis Dispensary Licenses (Conditional Licenses) across the state. The certified results are from a lottery with a pool of applicants who scored 85 % or greater in their applications. NMG IL 1 and NMG IL 4 were drawn in BLS Region #5 (Chicago-Naperville-Elgin) where 36 conditional licenses are available. The applications are not tied to specified locations.
“The Illinois market has shown incredible growth as the state has successfully transitioned to adult-use cannabis and we commend the accomplishment of the Illinois Department of Financial and Professional Regulation for advancing this important social equity and justice program,” stated Michael Mills, CEO or Body and Mind. “This success is an extension of our ongoing strategy to apply for licenses and operate in limited license states and jurisdictions.” “We are looking forward to working with our social equity partner to share our industry experience and expand the Body and Mind brand to the Chicago area.”
“We have a number of locations identified in the Chicago area that we believe will represent significant opportunity and our recent US$11.1 million debt financing is expected to allow us to move quickly,” said Trip Hoffman, COO of Body and Mind. “On behalf of the Company I’d like to thank our license application team and partners for all their work for successfully advancing this significant opportunity.”
A copy of the news release is attached as Exhibit 99.1 hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BODY AND MIND INC.
DATE: August 6, 2021
By:
/s/ Michael Mills
Michael Mills
President, CEO and Director
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