Body & Mind Acquires Full Control of Nuka Enterprises

TL;DR

BAMM now owns 100% of Nuka Enterprises in NV. Full control unlocked.

AI Summary

Body & Mind Inc. announced the completion of its acquisition of the remaining 50% interest in its subsidiary, Nuka Enterprises LLC, on August 22, 2025. This transaction consolidates full ownership of Nuka Enterprises, which operates dispensaries in Nevada, under Body & Mind Inc. The company also entered into a material definitive agreement related to this acquisition.

Why It Matters

This acquisition allows Body & Mind Inc. to have complete control over its Nevada dispensary operations, potentially streamlining management and strategy for increased profitability.

Risk Assessment

Risk Level: medium — Consolidating ownership can introduce integration risks and may impact financial leverage, depending on the transaction's financing.

Key Numbers

• 50% — Acquired Interest (Body & Mind Inc. acquired the remaining 50% of Nuka Enterprises LLC.)

Key Players & Entities

• Body & Mind Inc. (company) — Registrant
• Nuka Enterprises LLC (company) — Acquired Subsidiary
• August 22, 2025 (date) — Completion Date of Acquisition
• Nevada (location) — Location of Nuka Enterprises' operations

FAQ

Key Financial Figures

• $1.00 — owski Shares ") for a purchase price of $1.00. The DEP Shares and Drozdowski Shares (
• $50,000 — ring DEP to pay Mr. Drozdowksi a sum of $50,000 to effectuate the termination of his co
• $1,000,000 — s to Ascend in consideration for: (a) $1,000,000 less any Indebtedness (as defined in th

Filing Documents

• bmmj_8k.htm (8-K) — 45KB
• bmmj_ex101.htm (EX-10.1) — 79KB
• bmmj_ex102.htm (EX-10.2) — 296KB
• bmmj_ex103.htm (EX-10.3) — 19KB
• bmmj_ex104.htm (EX-10.4) — 175KB
• bmmj_ex991.htm (EX-99.1) — 8KB
• bmmj_ex992.htm (EX-99.2) — 9KB
• bmmj_ex992img2.jpg (GRAPHIC) — 5KB
• bmmj_ex991img2.jpg (GRAPHIC) — 5KB
• 0001640334-25-001639.txt ( ) — 874KB
• bmmj-20250822.xsd (EX-101.SCH) — 5KB
• bmmj-20250822_lab.xml (EX-101.LAB) — 13KB
• bmmj-20250822_cal.xml (EX-101.CAL) — 1KB
• bmmj-20250822_pre.xml (EX-101.PRE) — 8KB
• bmmj-20250822_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 Stock Purchase Agreement On August 22, 2025, Body and Mind, Inc.'s (the " Company ") wholly owned subsidiary, DEP Nevada, Inc. (" DEP "), holding 95,000 shares of common stock (the " DEP Shares ") of BAM Body and Mind Dispensary NJ, Inc., a New Jersey corporation (" BAM NJ "), entered into a stock purchase agreement (the " Drozdowski SPA ") with Paul Drozdowski, whereby DEP purchased 5,000 shares of common stock of BAM NJ held by Mr. Drozdowski (the " Drozdowski Shares ") for a purchase price of $1.00. The DEP Shares and Drozdowski Shares (the " BAM NJ Shares ") represent all of the issued and outstanding shares of BAM NJ. As part of the closing requirement of the Drozdowski SPA, on August 22, 2025, DEP, BAM NJ and Mr. Drozdowski entered into a consulting termination agreement (the " Drozdowski Termination Agreement "), which is attached as Exhibit A to the Drozdowski SPA, and which terminated the consulting agreement entered into by DEP, BAM NJ and Mr. Drozdowski on September 22, 2023 (the " Drozdowski Consulting Agreement "). The Drozdowski Termination Agreement triggered a compensation provision in the Drozdowski Consulting Agreement, requiring DEP to pay Mr. Drozdowksi a sum of $50,000 to effectuate the termination of his consulting relationship. Following the closing of the Drozdowski SPA on August 22, 2025, DEP became the sole holder of all the issued and outstanding shares of common stock of BAM NJ. The foregoing description of the Drozdowski SPA does not purport to be complete and is subject to, and qualified in its entirety by the Drozdowski SPA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Purchase Agreement On August 22, 2025, immediately following the closing of the Drozdowski SPA, DEP and BAM NJ entered into a purchase agreement (the " Purchase Agreement ") with Ascend New Jersey, LLC, a New Jersey limited liability company (" Ascend ") wherein DEP agreed

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Drozdowski SPA, the Purchase Agreement and the Lease Assignment is responsive to and incorporated by reference into this Item 2.01. SECTION 8 – OTHER EVENTS

01 Other Events

Item 8.01 Other Events On August 25, 2025, the Company issued a news release to announce the agreement to divest the BAM NJ Shares. A copy of the news release is attached as Exhibit 99.1 hereto. On August 27, 2025, the Company issued a correcting news release with respect to the agreement to divest the BAM NJ Shares to provide that Ascend will hold 35% of the BAM NJ Shares and Ascend's social equity partner will hold 65% of the BAM NJ Shares. A copy of the news release is attached as Exhibit 99.2 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 Stock Purchase Agreement by and between DEP Nevada, Inc. and Paul Drozdowski, dated August 22, 2025 10.2 Purchase Agreement between DEP Nevada, Inc., BAM Body and Mind Dispensary NJ, Inc., and Ascend New Jersey, LLC, dated August 22, 2025 10.3 Limited Termination and Release of Security Agreement by and between Body and Mind Inc., Bengal Catalyst Fund, LP, and BAM I, A Series of Bengal Catalyst Fund SPV, LP, dated August 22, 2025 10.4 Assignment and Assumption of Lease and Second Amendment to Lease by and between BAM Body and Mind Dispensary NJ, Inc., Ascend New Jersey, LLC and Lawrence Investment Group, LLC, dated August 22, 2025 99.1 News release dated August 25, 2025 99.2 News release dated August 27, 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: September 5, 2025 By: /s/ Michael Mills Michael Mills President, CEO and Director - 6 -

View Full Filing

View this 8-K filing on SEC EDGAR