8-K 1 bmmj_8k.htm FORM 8-K bmmj_8k.htm

 

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 11, 2018

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)

 

(604) 376-3567

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))

 

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 x

 

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. x

__________

 

 
 
 
 

 

Item 7.01 Regulation FD

 

On October 11, 2018, Body and Mind Inc. (the “Company”) issued a news release announcing that the Company has been requested by the Investment Industry Regulatory Organization of Canada (“IIROC”) to comment on the recent increase in the trading volume and price of the Company’s common shares on the Canadian Securities Exchange. The Company is not aware of any material change in its business or affairs that have not been disclosed and that would have contributed to the recent increase in trading activity. The Company has been actively pursuing opportunities with different parties over the past several months in the regular course of business. Due to a recent increase in interest from such parties, the Company has established a Special Committee of directors to assist the Company with the review of potential transactions. The Committee is comprised of three directors of the Company, of which two are independent. No definitive agreement has been entered into at this time and there can be no assurance that a transaction will be consummated.

 

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

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

Not applicable.

 

(b) Pro forma Financial Information

 

Not applicable.

 

(c) Shell Company Transaction

 

Not applicable.

 

(d) Exhibits

 

Exhibit

 

Description

99.1

 

News Release dated October 11, 2018.

__________

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BODY AND MIND INC.

 

 

 

 

DATE: October 11, 2018

By:

/s/ Darren Tindale

 

 

Darren Tindale

Chief Financial Officer

 

 

__________

 

 

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