Body & Mind Inc. Files 8-K for Material Definitive Agreement

TL;DR

BAMM files 8-K for a big deal, details to follow.

AI Summary

Body & Mind Inc. announced on August 5, 2025, that it entered into a material definitive agreement. The company, formerly known as Deploy Technologies Inc., is incorporated in Nevada and headquartered in Vancouver, Canada. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant business event for Body & Mind Inc., potentially involving a new contract, acquisition, or other major transaction that could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet detailed in the provided excerpt.

Key Players & Entities

• BODY & MIND INC. (company) — Registrant
• Deploy Technologies Inc. (company) — Former company name
• August 5, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Vancouver, British Columbia, Canada (location) — Principal executive offices

FAQ

Key Financial Figures

• $1,600,000 — chase price for the Purchased Assets is $1,600,000 (the " Purchase Price ") to be paid as
• $100,000 — e Price ") to be paid as follows: (a) $100,000 to be paid as a deposit, which amount w
• $500,000 — ior to the execution of the APA; (b) $500,000 (the " Cash Amount ") to be delivered i
• $570,382.56 — ce shall be satisfied by NMG SD; (c) $570,382.56 (the " Landlord Payment ") to be delive
• $429,617.44 — Landlord Payment to the Landlord; (d) $429,617.44 (the " Note Payment ") to be paid pursu
• $429,617 — o secure the Note Payment obligation of $429,617.44, OTC issued the Promissory Note purs

Filing Documents

• bmmj_8k.htm (8-K) — 47KB
• bmmj_ex101.htm (EX-10.1) — 139KB
• bmmj_ex102.htm (EX-10.2) — 86KB
• bmmj_ex103.htm (EX-10.3) — 65KB
• bmmj_ex991.htm (EX-99.1) — 10KB
• bmmj_ex991img1.jpg (GRAPHIC) — 5KB
• 0001640334-25-001441.txt ( ) — 540KB
• bmmj-20250805.xsd (EX-101.SCH) — 5KB
• bmmj-20250805_lab.xml (EX-101.LAB) — 13KB
• bmmj-20250805_cal.xml (EX-101.CAL) — 1KB
• bmmj-20250805_pre.xml (EX-101.PRE) — 8KB
• bmmj-20250805_def.xml (EX-101.DEF) — 2KB
• bmmj_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Asset Purchase Agreement On August 5, 2025, Body and Mind, Inc.'s (" Company ") wholly owned subsidiary DEP Nevada, Inc. (" DEP ") entered into an Asset Purchase Agreement (the " APA ") with NMG San Diego, LLC, a California limited liability company (" NMG SD "), SJJR, LLC, a California limited liability company (" SJJR " together with DEP and NMG SD being, the " Selling Parties ") and OTC Miramar, LLC, a California limited liability company (" OTC " and " Buyer ") whereby certain key assets of NMG SD are being sold pursuant to the APA including an annual operating cannabis permit (the " Local License ") issued by the City of San Diego, California (the " City "), along with certain other specified assets incidental to NMG SD's commercial cannabis retail business (such assets together with the Local License being, the " Purchased Assets "). DEP is a majority member of NMG SD and SJJR is a minority member. The purchase price for the Purchased Assets is $1,600,000 (the " Purchase Price ") to be paid as follows: (a) $100,000 to be paid as a deposit, which amount was paid prior to the execution of the APA; (b) $500,000 (the " Cash Amount ") to be delivered into an escrow account to be released to NMG SD within 3 business days of the City approving the transfer of the Local License (being the " Transfer Approval ") pursuant to an escrow agreement between NMG SD, OTC and Secured Trust Escrow, the escrow agent. The Cash Amount shall be used to satisfy NMG SD's existing tax liability (the " Tax Liability ") with the California Department of Tax and Fee Administration (the " CDTFA "). Any positive difference between the Cash Amount and Tax Liability shall be delivered to NMG; any negative difference shall be satisfied by NMG SD; (c) $570,382.56 (the " Landlord Payment ") to be delivered directly by OTC to Green Road, LLC (the " Landlord ") no later than the closing of the APA to satisfy the following obligation

01 Other Events

Item 8.01 Other Events On August 11, 2025, the Company issued a news release to announce the agreement to divest the Purchased Assets. A copy of the news release is attached as Exhibit 99.1 hereto. - 4 - SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Asset Purchase Agreement by and between NMG San Diego, LLC, DEP Nevada, Inc., SJJR, LLC, and OTC Miramar, LLC, dated August 5, 2025 10.2 Management Services Agreement between NMG San Diego, LLC and OTC Miramar, LLC, dated August 5, 2025 10.3 Secured Promissory Note between NMG San Diego, LLC and OTC Miramar, LLC, dated August 5, 2025 99.1 News release dated August 11, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) __________ - 5 -

SIGNATURES

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: August 13, 2025 By: /s/ Michael Mills Michael Mills President, CEO and Director __________ - 6 -

View Full Filing

View this 8-K filing on SEC EDGAR