3//SEC Filing
Bengal Impact Partners, LLC 3
Accession 0001104659-23-041017
CIK 0001715611other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 5:32 PM ET
Size
13.8 KB
Accession
0001104659-23-041017
Insider Transaction Report
Form 3
BODY & MIND INC.BMMJ
Bengal Impact Partners, LLC
10% Owner
Holdings
- 250,000(indirect: See Footnotes)
Common Shares
- 1,333,333
Common Shares
- 3,400,000(indirect: See Footnotes)
Common Shares
- (indirect: See footnotes)
8% 5 year convertible debentures
Exercise: $0.10From: 2022-12-19Exp: 2027-12-19→ Common Shares (2,500,000 underlying) - (indirect: See footnotes)
4 year warrants
Exercise: $0.10From: 2022-12-19Exp: 2026-12-19→ Common Shares (1,250,000 underlying) - 3,509,310(indirect: See Footnotes)
Common Shares
- (indirect: See footnotes)
8% 5 year convertible debentures
Exercise: $0.10From: 2022-12-19Exp: 2027-12-19→ Common Shares (27,500,000 underlying) - (indirect: See footnotes)
4 year warrants
Exercise: $0.10From: 2022-12-19Exp: 2026-12-19→ Common Shares (13,750,000 underlying)
Footnotes (9)
- [F1]On February 3, 2023, Bengal Catalyst Fund, LP (the "Fund") acquired 3,400,000 common shares, par value USD$0.0001 per share (the "Shares") of the Issuer in a block trade with a broker at a price of $0.24 per Share.
- [F2]On December 30, 2021, the Fund acquired 250,000 Shares in a private placement transaction at a price of $0.30 per Share pursuant to a Securities Purchase Agreement dated as of December 30, 2021 with the seller named therein.
- [F3]Between January 24, 2022 and April 14, 2022, the Fund acquired 3,509,310 Shares in a series of open market transactions, at prices between $0.22 and $0.34 per Share..
- [F4]On December 19, 2022, BAM I, a Series of Bengal Catalyst Fund SPV, LP (the "Series"), purchased from the Company 8% five year convertible debentures in the principal amount of $2,750,000, the principal and accrued interest of which are convertible into Shares at a price of $USD 0.10 per Share.
- [F5]Pursuant to that certain Nominee Agreement dated February 3, 2023, by and among Mindset Value Fund LP, a Delaware limited liability company, Mindset Value Wellness Fund LP, a Delaware limited partnership, Mindset Capital LLC, a Delaware limited liability company (collectively, the "Mindset Entities"), and the Reporting Person (the "Nominee Agreement"), the Reporting Person has sole voting and dispositive control over 8% five year convertible debentures in the principal amount of $250,000, the principal and accrued interest of which are convertible into Shares at a price of $USD 0.10 per Share..
- [F6]On December 19, 2022, the Series purchased from the Company four year warrants exercisable for 13,750,000 Shares, at a price of $USD 0.10 per Share.
- [F7]Pursuant to the Nominee Agreement the Reporting Person has sole voting and dispositive control over four year warrants exercisable for 1,250,000 Shares, at a price of $USD 0.10 per Share owned by the Mindset Entities.
- [F8]The Reporting Person acts as the manager for the Fund and the Series and has sole investment control and voting power over all securities held by the Fund and the Series.
- [F9]Unless otherwise specified, all Share transaction prices referred to in this Form 3 are in Canadian dollars.
Documents
Issuer
BODY & MIND INC.
CIK 0001715611
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001971458
Filing Metadata
- Form type
- 3
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 5:32 PM ET
- Size
- 13.8 KB