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

October 21, 2020
Date of Report (Date of earliest event reported)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☒

EXPLANATORY NOTE

Body and Mind Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment No. 1”) to the Current Report on Form 8-K (the “Original Filing”) as originally filed with the U.S. Securities and Exchange Commission on October 27, 2020 (the “Original Filing Date”) in order to (i) correct the disclosure under Item 2.01 with respect to the closing of the membership interest purchase agreement, dated January 31, 2019, for the remaining 70% interest in NMG Ohio, LLC, as the closing will not occur until all of the closing conditions under the agreement have been satisfied, (ii) to slightly revise the disclosure under Item 3.02 in this Amendment No. 1 to remove the reference to closing of the Definitive Agreement, (iii) to include disclosure under Item 7.01 in this Amendment No. 1 with respect to a corrective news release issued by the Company on November 9, 2020 to correct the disclosure in the news released issued by the Company on October 22, 2020, which was included under Item 8.01 of the Original Filing and which October 22, 2020 news release was filed as Exhibit 99.1 to the Original Filing, and (iv) to file the news release dated November 9, 2020 as Exhibit 99.2 to this Amendment No. 1.

This Amendment No. 1 does not amend, modify or otherwise update any other information in the Original Filing. In addition, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

The membership interest purchase agreement and related distribution agreement (collectively, the “Definitive Agreement”), dated January 31, 2019, that was entered into between Body and Mind Inc.’s (the “Company”) 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”), did not close on October 21, 2020 as previously disclosed in the Original Filing. The transfer of the dispensary license for the Clubhouse Dispensary in Elyria, Ohio to the Company’s wholly owned subsidiary, NMG OH 1, LLC has been completed, as approved by the Ohio Board of Pharmacy. In addition, on October 21, 2020, the Company provided the following final consideration to the members of NMG Ohio, other than NMG Nevada, and the Participants pursuant to the Definitive Agreement in order to acquire the remaining 70% interest in NMG Ohio, however, the transfer of the remaining 70% interest in NMG Ohio to NMG Nevada will not occur until all of the closing conditions under the Definitive Agreement have been satisfied:

Therefore, the ownership of NMG Ohio remains unchanged and NMG Nevada owns 30% of NMG Ohio.

The foregoing description of the Definitive Agreement does not purport to be complete and is qualified in its entirety by the Definitive Agreement which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2019.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

As final consideration pursuant to the Definitive Agreement in connection with the acquisition of the remaining 70% interest of NMG Ohio as described in Item 2.01 of this Current Report on Form 8-K/A, on October 21, 2020, the Company issued an aggregate of 793,466 restricted shares of common stock pursuant to the Definitive Agreement.

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 shares of common stock to U.S. persons. In addition, the Company relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S with respect to the issuance of shares of common stock to non-U.S. persons as the securities were issued to the non-U.S. persons through offshore transactions which were negotiated and consummated outside of the United States.

SECTION 7.01 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On November 9, 2020, the Company issued a news release to correct the disclosure in its prior news release dated October 22, 2020, whereby the Company reported the closing of the acquisition of the remaining 70% interest in NMG Ohio LLC (“NMG Ohio”). The transfer of the dispensary license for the Clubhouse Dispensary in Elyria, Ohio to our wholly owned subsidiary, NMG OH 1, LLC has been completed, as approved by the Ohio Board of Pharmacy, and the Company has paid all of the required consideration to the members of NMG Ohio, in order to acquire the remaining 70% interest in NMG Ohio as previously disclosed in the October 22, 2020 news release; however, the transfer of the remaining 70% interest in NMG Ohio to Nevada Medical Group, LLC (“NMG Nevada”) will not occur until all of the closing conditions under the Membership Interest Purchase Agreement, dated January 31, 2019, have been satisfied. Therefore, the ownership of NMG Ohio remains unchanged and NMG Nevada owns 30% of NMG Ohio.

A copy of the news release is attached as Exhibit 99.2 hereto.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On October 22, 2020, the Company issued a news release to report the closing of the acquisition of the remaining 70% interest in NMG Ohio LLC (“NMG Ohio”), which included the transfer of a dispensary license for the Clubhouse Dispensary in Elyria, Ohio to our wholly owned subsidiary, NMG OH 1, LLC, as well ownership of a provisional production license. As a result of the closing of this acquisition, the Company now indirectly owns 100% of NMG Ohio.

BaM’s real estate and development team were instrumental in winning the Ohio licenses as well as design and construction of the Clubhouse dispensary. The Company has been managing the dispensary since opening in February 2019 and is excited to complete the transaction for 100% ownership based on transfer of the dispensary license. “Our team is focused on providing knowledgeable information to our patients in the expanding Ohio market and we look forward to completing the transition to a Body and Mind branded location,” stated Michael Mills, CEO of Body and Mind. “We continue to move forward on development of our Ohio production facility which will allow Body and Mind to expand our successful branded product portfolio to the growing limited license Ohio market.”

Nevada Medical Group LLC (“NMG Nevada”), a wholly owned subsidiary of the Company, which previously held a 30% interest in NMG Ohio, has now acquired 100% ownership of NMG Ohio (the “Transaction”) for consideration of USD$3,150,000 (the “Consideration”), which was comprised of 50% in cash and 50% in shares of common stock (“Common Shares”) of the Company as follows:

CASH PAYMENTS

COMMON SHARE ISSUANCES

The Company has become aware of a complaint for disciplinary action by the Cannabis Compliance Board (the “CCB”) with respect to Nevada Medical Group, LLC (“NMG”), the Company’s Nevada operating subsidiary (the “Complaint”). The Complaint alleges that certain employees were on-site without valid agent cards and, additionally, the failure to maintain security measures restricting access to the establishment building. The disciplinary action sought includes fines as well as license termination. Nevada Medical Group will continue to operate without interruption while fully cooperating with the investigation. NMG will contest or resolve the Complaint through the prescribed legal process mandated by the CCB. NMG appreciates the CCB’s determination to make Nevada’s nascent cannabis industry the gold standard for the country. It is imperative for businesses and regulators to be committed to the integrity of the regulated marketplace.

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

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Notes:

(*) Filed herewith.

(1) Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 27, 2020.

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.