Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act” ), this registration statement covers as indeterminate number of additional shares of Common Stock (as defined below) that may be offered and issued to prevent dilution resulting from share dividends, share splits, reverse share splits, combinations of shares, spin-offs, recapitalizations, mergers or similar capital adjustments as provided in the 2023 Stock and Incentive Plan (the “Plan”) of Body and Mind Inc. (the “Registrant”).
(2)
The Registrant previously registered 10,185,321 shares of its Common Stock (as defined below) issuable pursuant to stock options under its 2012 Incentive Stock Option Plan on Form S-8 (Registration No. 333-237700). The Registrant’s 2012 Incentive Stock Option Plan was superseded and replaced by the Plan.
(3)
Represents the total number of shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Registrant issuable upon the exercise of outstanding stock options granted pursuant to the Plan as of the date of this Registration Statement.
(4)
Represents the total number of shares of Common Stock issuable pursuant to additional stock options and other awards that may be granted under the Plan.
(5)
Estimated solely for the purpose of calculating the registration fee pursuant to 457(h) under the Securities Act and based upon the weighted average exercise price of the outstanding stock options under the Plan converted to US$ based on an exchange rate of US$1 = CAD$1.3627 on April 25, 2023.
(6)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of the shares of Common Stock, as reported on the OTCQB Venture Market on June 26, 2023, which date is within five business days prior to the filing of this Registration Statement, which was $0.058 per share.
2
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