bmmj_10k.htm

10-K/A 1 bmmj_10k.htm FORM 10-K/A bmmj_10k.htm

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

For the fiscal year ended: July 31, 2019.

¨	Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

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.

ITEM 15 – EXHIBITS

The following exhibits are filed as part of this Annual Report.

10.10⁽¹⁾		Promissory Note issued by the Company to SW Fort Apache, LLC dated November 14, 2017
10.11⁽¹⁾		Master Promissory Note issued by the Company to TI Nevada, LLC dated November 14, 2017
10.12⁽²⁾		Pepper Lane North LLC - Operating Agreement
10.13⁽²⁾		Pepper Lane North LLC – Lease Termination Agreement
10.14⁽³⁾		Investment Agreement between Australis Capital Inc. and Body and Mind Inc., dated October 30, 2018
10.15⁽³⁾		Form of Amending Agreement between Body and Mind Inc., DEP Nevada Inc., Nevada Medical Group LLC and the Vendors, dated November 2, 2018
10.16⁽⁴⁾		Letter Agreement between Body and Mind Inc., Green Light District Holdings Inc. and David Barakett, dated November 28, 2018
10.17⁽⁴⁾		Security Agreement between Green Light District Holdings Inc. and Body and Mind Inc., dated November 28, 2018
10.18⁽⁴⁾		Loan Agreement between Body and Mind Inc. and Australis Capital Inc., dated November 28, 2018
10.19⁽⁴⁾		General Security Agreement between Body and Mind Inc. and Australis Capital Inc., dated November 28, 2018

10.20⁽⁵⁾		Membership Interest Purchase Agreement between Nevada Medical Group, LLC, NMG Ohio, LLC and each of the members of NMG Ohio, LLC, dated January 31, 2019
10.21⁽⁵⁾		Investment Agreement between Australis Capital Inc. and Body and Mind Inc., dated January 31, 2019
10.22⁽⁶⁾		Convertible Loan Agreement between DEP Nevada Inc. and Comprehensive Care Group LLC, dated effective March 15, 2019
10.23⁽⁶⁾		Convertible Promissory Note issued by Comprehensive Care Group LLC to DEP Nevada Inc., dated effective March 15, 2019
10.24⁽⁶⁾		Management Agreement between Nevada Medical Group LLC and Comprehensive Care Group LLC, dated effective March 15, 2019
10.25⁽⁷⁾		Agency Agreement, dated May 17, 2019, between Body and Mind Inc., M Partners Inc. and PI Financial Corp.
10.26⁽⁷⁾		Form of Subscription Agreement
10.27⁽⁷⁾		Form of Warrant
10.28⁽⁷⁾		Form of Broker Warrant
10.29⁽⁷⁾		Form of Lock Up Agreement
10.30⁽⁸⁾		Management and Administrative Services between Satellites Dip, LLC and NMG Cathedral City, LLC, dated June 6, 2019
10.31⁽⁸⁾		Equipment Lease Agreement between NMG Cathedral City, LLC and Satellites Dip, LLC, dated June 6, 2019
10.32⁽⁸⁾		Loan and Security Agreement between Satellites Dip, LLC and NMG Cathedral City, LLC, dated June 6, 2019
10.33⁽⁹⁾		Conversion Agreement between Body and Mind Inc. and Australis Capital Inc., dated July 1, 2019
10.34⁽¹⁰⁾		Settlement and Release Agreement between Body and Mind Inc., NMG Long Beach, LLC, NMG San Diego, LLC, Green Light District Holdings, Inc., The Airport Collective, Inc., David Barakett and SGSD, LLC, dated June 19, 2019
10.35⁽¹⁰⁾		Amended and Restated Settlement and Release Agreement between Body and Mind Inc., NMG Long Beach, LLC, NMG San Diego, LLC, Green Light District Holdings, Inc., The Airport Collective, Inc., David Barakett and SGSD, LLC, dated June 28, 2019
10.36⁽¹⁰⁾		Loan Agreement between Green Light District Holdings, Inc. and Body and Mind Inc., dated June 19, 2019
10.37⁽¹⁰⁾		Trademark and Technology License and Services Agreement between Green Light District Management, LLC, Green Light District Holdings, Inc., The Airport Collective, Inc. and Body and Mind Inc., dated June 19, 2019
10.38⁽¹⁰⁾		Management Assignment and Assumption Agreement between Green Light District Holdings, Inc., NMG Long Beach, LLC and The Airport Collective, Inc., dated June 19, 2019
10.39⁽¹⁰⁾		Barakett Consulting Agreement between NMG Long Beach, LLC and David Barakett, dated June 19, 2019
10.40⁽¹⁰⁾		Contemporaneous Loan Agreement between Green Light District Holdings, Inc. and Body and Mind Inc., dated June 19, 2019
10.41⁽¹⁰⁾		Assignment and First Amendment to Commercial Lease between Green Road, LLC, David Barakett, SGSD, LLC and NMG San Diego, LLC, dated June 13, 2019
10.42⁽¹⁰⁾		Litigation Loan and Security Agreement between Green Light District Holdings, Inc. and Body and Mind Inc., dated June 19, 2019
21.1^(**)		Subsidiaries of Body and Mind Inc.
31.1^(*)		Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d‑14(a).
31.2^(*)		Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d‑14(a).
32.1^(*)		Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1⁽¹⁾		Form of Voluntary Pooling Agreement with NMG Members
99.2⁽¹⁾		Escrow Agreement with principals of Deploy dated November 10, 2017
99.3⁽¹⁾		Form of Pooling Agreement with certain securityholders of the Company
99.4⁽¹⁾		Amendment to Pooling Agreement with certain securityholders of the Company
99.5⁽¹⁾		Certification as Medical Marijuana Cultivation Establishment dated November 5, 2017
99.6⁽¹⁾		Certification as Medical Marijuana Production Establishment dated December 10, 2017
99.7⁽¹⁾		Conditional Cultivation Business License dated January 1, 2018
99.8⁽¹⁾		Conditional Production Business License dated January 1, 2018
99.9⁽¹⁾		Clark County Limited Cultivation Business License dated January 1, 2018
99.10⁽²⁾		Conditional Cultivation Business License dated July 1, 2018
99.11⁽²⁾		Conditional Production Business License dated July 1, 2018
99.12⁽²⁾		Nevada State Business License for NMG dated January 30, 2018
99.13⁽²⁾		State of Nevada Medical Marijuana Cultivation Registration Certificate
99.14⁽²⁾		State of Nevada Medical Marijuana Production Registration Certificate
99.15⁽²⁾		State of Nevada Marijuana Cultivation Facility License
99.16⁽²⁾		State of Nevada Marijuana Product Manufacturing License
101.INS^(*)		XBRL Instance Document
101.SCH^(*)		XBRL Taxonomy Extension Schema Document
101.CAL^(*)		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF^(*)		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB^(*)		XBRL Taxonomy Extension Label Linkbase Document
101.PRE^(*)		XBRL Taxonomy Extension Presentation Linkbase Document

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.

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.

Dated: November 15, 2019	By:	/s/ Michael Mills
		Michael Mills
		President and Interim Chief Executive Officer
		(Principal Executive Officer)

Dated: November 15, 2019	By:	/s/ Dong Shim
		Dong H. Shim
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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
		Michael Mills
		President and Interim Chief Executive Officer
		(Principal Executive Officer)

Dated: November 15, 2019	By:	/s/ Dong Shim
		Dong H. Shim
		Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)

Dated: November 15, 2019	By:	/s/ Robert Hasman
		Robert Hasman,
		Director

Dated: November 15, 2019	By:	/s/ David Wenger
		David Wenger
		Director

Dated: November 15, 2019	By:	/s/ Brent Reuter
		Brent Reuter,
		Director

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth company	x

Exhibit No.		Document
2.1⁽¹⁾		Share Exchange Agreement among Deploy, NMG and NMG Members dated September 14, 2017
2.2⁽¹⁰⁾		Asset Purchase Agreement between NMG Long Beach, LLC, The Airport Collective, Inc. and Green Light District Holdings, Inc., dated June 19, 2019
3.1⁽¹⁾		Articles of Incorporation
3.2⁽¹⁾		Articles of Merger dated September 17, 2010
3.3⁽¹⁾		Amended and Restated Bylaws
3.4⁽¹⁾		Certificate of Amendment dated September 30, 2011
3.5⁽¹⁾		Certificate of Amendment dated September 2, 2014
3.6⁽¹⁾		Certificate of Change dated November 11, 2014
3.7⁽¹⁾		Certificate of Amendment dated April 11, 2017
3.8⁽¹⁾		Certificate of Amendment dated November 14, 2017
3.9⁽¹⁾		Certificate of Change dated November 14, 2017
3.10⁽¹⁾		Articles of Exchange dated December 6, 2017
3.11⁽¹⁾		Certificate of Correction dated December 6, 2017
4.1⁽¹⁾		2012 Incentive Stock Option Plan
10.1⁽¹⁾		Assignment and Novation Agreement dated May 12, 2017
10.2⁽¹⁾		Amendment to Assignment and Novation Agreement dated November 13, 2017
10.3⁽¹⁾		Consulting Agreement with TI Nevada dated November 14, 2017
10.4⁽¹⁾		Consulting Agreement with Toro dated November 14, 2017
10.5⁽¹⁾		Lease Agreement dated November 10, 2017
10.6⁽¹⁾		Promissory Note issued by the Company to KAJ Universal Real Estate Investments, LLC dated November 14, 2017
10.7⁽¹⁾		Promissory Note issued by the Company to MBK Investments, LLC dated November 14, 2017
10.8⁽¹⁾		Promissory Note issued by the Company to NV Trees, LLC dated November 14, 2017
10.9⁽¹⁾		Promissory Note issued by the Company to The Rozok Family Trust dated November 14, 2017

(*)	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.