UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One) | |
x | Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended: July 31, 2019. | |
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¨ | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from ______ to _______. |
Commission file number: 000-55940
BODY AND MIND INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 98-1319227 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification Number) |
750 – 1095 West Pender Street
Vancouver, British Columbia, Canada V6E 2M6
(Address of principal executive offices)
Issuer’s telephone number (800) 361-6312
Securities registered under Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
None |
| None |
Securities registered under Section 12(g) of the Exchange Act:
Common Shares, $0.0001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
| 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($0.59 on January 31, 2019) was approximately $23,697,971.30.
The registrant had 101,760,232 common shares outstanding as of November 8, 2019.
EXPLANATORY NOTE
Body and Mind Inc. (the “Company”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended July 31, 2019 (the “Original Filing”), as originally filed with the U.S. Securities and Exchange Commission on November 13, 2019 (the “Original Filing Date”), for the sole purpose of re-filing Exhibit 101 to correct errors that were discovered in Exhibit 101.
This Amendment consists of a cover page, this explanatory note, Item 15, the signature page, updated certifications from the Company’s principal executive officer and principal financial officer as Exhibits 31.1, 31.2 and 32.1 required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and the re-filed Exhibit 101.
This Amendment does not amend, modify or otherwise update any other information in the Original Filing. In addition, this Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.
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The following exhibits are filed as part of this Annual Report.
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Notes:
(*) | Filed herewith. |
(**) | Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on November 13, 2019. |
(1) | Previously filed as an exhibit to our Form 10 filed with the SEC on June 1, 2018. |
(2) | Previously filed as an exhibit to our Form 10 filed with the SEC on October 30, 2018. |
(3) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 5, 2018. |
(4) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 4, 2018. |
(5) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 6, 2019. |
(6) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 21, 2019. |
(7) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 22, 2019. |
(8) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 11, 2019. |
(9) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 8, 2019. |
(10) | Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 18, 2019. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BODY AND MIND INC. |
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Dated: November 15, 2019 | By: | /s/ Michael Mills |
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| Michael Mills |
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| President and Interim Chief Executive Officer |
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| (Principal Executive Officer) |
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Dated: November 15, 2019 | By: | /s/ Dong Shim |
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| Dong H. Shim |
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| Chief Financial Officer |
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| (Principal Financial Officer and Principal Accounting Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: November 15, 2019 | By: | /s/ Michael Mills |
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| Michael Mills |
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| President and Interim Chief Executive Officer |
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| (Principal Executive Officer) |
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Dated: November 15, 2019 | By: | /s/ Dong Shim |
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| Dong H. Shim |
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| Chief Financial Officer and Director |
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| (Principal Financial Officer and Principal Accounting Officer) |
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Dated: November 15, 2019 | By: | /s/ Robert Hasman |
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| Robert Hasman, |
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| Director |
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Dated: November 15, 2019 | By: | /s/ David Wenger |
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| David Wenger |
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| Director |
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Dated: November 15, 2019 | By: | /s/ Brent Reuter |
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| Brent Reuter, |
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| Director |
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