UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 16, 2021, Body and Mind Inc. (the “Company”) received notification that all of the closing conditions of the membership interest purchase agreement and related distribution agreement (collectively, the “Definitive Agreement”), dated January 31, 2019, that was entered into between the Company’s wholly owned subsidiary, Nevada Medical Group LLC (“NMG Nevada”), NMG Ohio, LLC (“NMG Ohio”), all the members of NMG Ohio and certain lenders to NMG Ohio (the “Participants”), has now been satisfied with the final award of a production license which has now been transferred to the Company’s wholly owned subsidiary, NMG OH P1, LLC. All of the final consideration payable to the members of NMG Ohio, other than NMG Nevada, and the Participants pursuant to the Definitive Agreement was provided on October 21, 2020 as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2020, as amended on November 9, 2020, and the Definitive Agreement is now closed resulting in NMG Nevada now owning 100% of NMG Ohio.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to certain licensing milestones being achieved under a lease agreement for a premises in Muskegon, Michigan and certain licensing and operational milestones being achieved under two lease agreements for a premises in Manistee, Michigan, on September 21, 2021, the Company issued 238,929 shares of common stock at a deemed price of CAD$0.3938 per share to one entity based on the terms and conditions of the certain lease agreement for the Muskegon, MI premises and issued an aggregate of 1,304,601 shares of common stock at a deemed price of CAD$0.3912 per share to another entity based on the terms and conditions of the two lease agreements for the Manistee, MI premises. The Company relied upon the exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act with respect to the issuance of the shares of common stock to the two entities.
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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. |
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DATE: September 22, 2021 | By: | /s/ Michael Mills |
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| Michael Mills |
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