UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 716, 2025

Date of Report (Date of earliest event reported)

BODY AND MIND INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55940	98-1319227
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

750 – 1095 West Pender Street

Vancouver, British Columbia, Canada

V6E 2M6

(Address of principal executive offices)

(Zip Code)

(800) 361-6312

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☒

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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

~~Amendment~~Membership toInterest ~~Non-Revolving~~Purchase ~~Credit Facility~~Agreement

AsOn ~~described~~April in16, ~~the~~2025, ~~Company’s~~Body ~~Current~~and ~~Report~~Mind, onInc.’s ~~Form~~(“Company”) ~~8-K~~wholly ~~filed~~owned ~~with~~subsidiary ~~the~~DEP ~~SEC on October 30~~Nevada, ~~2024,~~Inc. ~~the~~(“DEP”) ~~Company~~ entered into a ~~non-revolving~~Membership ~~credit~~Interest ~~facility~~Purchase ~~agreement~~Agreement (the “~~Credit~~NMG ~~Facility~~LB ~~Agreement~~MIPA”) with ~~Bengal~~SGC ~~Catalyst~~Retail ~~Fund,~~Partners ~~LP,~~LLC ~~a Delaware limited partnership~~ (~~the~~ “~~Lender~~SGC”) and ~~together~~NMG ~~with~~Long ~~the Company~~Beach, ~~the~~LLC (“~~Parties~~NMG LB”), onwhereby ~~October~~DEP ~~24,~~agreed ~~2024,~~to ~~pursuant~~sell to100% ~~which~~of the ~~Company~~membership ~~was~~interests ~~permitted~~of toNMG ~~request~~LB ~~loans from~~ (the ~~Lender (each, a~~ “~~Loan~~Interests”) ~~from time~~ to ~~time~~SGC ~~until~~in ~~October~~exchange ~~24,~~for ~~2025, or the date on which the Company otherwise terminates the Credit Facility Agreement, up to~~ an aggregate ~~principal~~purchase ~~amount~~price of US$2856,~~317,729.20~~250 (the “~~Maximum~~NMG ~~Credit~~LB ~~Balance”).~~Purchase ~~Provided that the aggregate outstanding principal balance of all Loans did not exceed US$1,500,000 (the “Pre-Approved Threshold~~Price”), ~~the Lender was required accept a Loan requested by the Company, and, if the aggregate outstanding principal balance~~ of ~~all Loans exceeded the Pre-Approved Threshold, the Lender could, in its sole discretion, accept or reject additional Loans requested by the Company.~~which:

~~Contemporaneously~~(a) ~~with~~$100,000 ~~entering~~was ~~into~~already delivered to DEP on or about September 17, 2024 (the ~~Credit~~“Deposit”); ~~Facility~~(b) ~~Agreement~~$595,000 shares be paid to DEP on the ~~Company~~First ~~requested~~Closing aDate ~~Loan~~(as ~~for~~defined in the ~~principal~~NMG ~~amount~~LB ofMIPA); USand (c) $2161,~~317,729.20~~250 ~~and~~shall ~~issued~~be paid to DEP on the ~~Non-Revolving~~Second ~~Credit~~Closing ~~Note~~Date (as defined in the ~~form~~NMG ~~attached~~LB MIPA), provided that: (i) $156,250 shall be credited to SGC and deemed paid in consideration for SGC having assumed the ~~Credit~~operational ~~Facility~~costs ~~Agreement~~of NMG LB as ~~Schedule~~of ~~II,~~the ~~which~~First ~~Loan~~Closing ~~was~~Date, ~~fully~~and ~~funded~~(ii) bySGC ~~the~~shall ~~Lender~~pay onto ~~October~~DEP ~~28,~~the ~~2024~~remaining $5,000.

The ~~Company~~First ~~has~~Closing ~~been~~Date inshall ~~default~~be ofno ~~certain~~later ofthan ~~its~~two ~~obligations~~(2) ~~under~~business ~~the~~days ~~Credit~~after ~~Facility Agreement since March 20, 2025, but, in light of a recent payment made by~~ the ~~Company~~last ~~thereunder in the amount~~ of ~~$833,000,~~ the ~~Parties~~conditions ~~have agreed~~ to ~~enter into an agreement (~~the “First ~~Amendment”)~~Closing ~~dated~~ (as ofdefined ~~April~~in ~~7, 2025 (~~the ~~“First~~NMG ~~Amendment~~LB ~~Effective Date”~~MIPA), ~~amending~~set ~~the~~forth ~~Credit~~in ~~Facility~~Article ~~Agreement~~III ~~whereby: (i) part~~ of the ~~Maximum~~NMG ~~Credit~~LB ~~Balance,~~MIPA uphave tobeen ~~the~~satisfied ~~amount~~or ~~of $833~~waived,~~334~~ ~~(the~~whereby ~~“Maximum~~DEP ~~Revolving~~shall ~~Credit~~transfer ~~Balance”),~~to ~~will~~SGC be80% ~~revolving,~~of ~~with~~ the ~~remainder~~Interests. -Upon ~~up to~~ the ~~maximum~~First ofClosing ~~$1,400,000~~and (provided the ~~“Maximum~~Second ~~Non-Revolving~~Closing ~~Credit~~(as ~~Balance”)~~defined -in tothe ~~continue~~NMG asLB ~~non-revolving~~MIPA) occurs, ~~(ii)~~DEP ~~the~~agrees ~~Company~~that ~~shall~~despite beretaining ~~deemed~~20% toof ~~have reborrowed~~ the ~~principal~~Interests ~~amount~~until ~~of $833,334 (~~the ~~“Revolving~~Second ~~Credit~~Closing, ~~Balance”);~~DEP ~~(iii)~~retains ~~the~~voting ~~interest~~rights ~~rate~~as onprovided ~~all~~in ~~borrowed~~NMB ~~funds~~LB’s isFirst ~~increased~~Amended ~~from~~and ~~18%~~Restated toOperating ~~24%~~Agreement, sobut ~~long~~waives asany ~~the~~and ~~Loan~~all ~~Amount~~economic isrights ~~$1,700,000~~ or ~~more;~~benefits ~~and~~as ~~(iv)~~a ~~the~~result ~~Lender~~of ~~has~~such ~~agreed~~retained toownership, ~~waive~~including ~~the~~rights ~~Company’s~~to ~~default~~distributions, ~~for~~dividends, aand ~~period~~to ofissue, 60sell, ~~calendar~~or ~~days~~redeem Interests, from ~~the~~NMB ~~date~~LB as of ~~the~~an ~~First~~after ~~Amendment~~entering ~~Date~~into (the ~~“Forbearance~~NMG ~~Period”).~~LB MIPA.

~~Consequential~~The ~~amendments~~Second ~~also~~Closing ~~have~~shall ~~been~~take ~~made~~place toafter ~~Schedule II to~~ the ~~Credit~~last ~~Facility~~of ~~Agreement (being~~ the ~~Non-Revolving~~conditions ~~Credit Note), whereby all references therein~~ to ~~“$2,317,729.20”~~the orSecond ~~“two~~Closing ~~million~~set ~~three~~forth ~~hundred~~in ~~seventeen~~Article ~~thousand~~IV ~~seven~~of ~~hundred~~the ~~twenty-nine~~NMG ~~and~~LB ~~20/100”~~MIPA have been ~~amended~~satisfied ~~and~~or ~~restated to read “$1~~waived,~~400,000”~~ orwhereby ~~“one~~DEP ~~million~~shall ~~four~~transfer ~~hundred thousand dollars” as applicable. In addition, Schedule “A”~~ to ~~the~~SGC ~~First Amendment (being~~ the ~~Revolving~~remaining ~~Credit~~20% ~~Note)~~of ~~has been added to~~ the ~~Credit Facility Agreement as new Schedule II-B (being the Revolving Credit Note)~~Interests.

2The First Closing and Second Closing are subject to the approval of the California Department of Cannabis Control (“DCC”) and the City of Long Beach (the “City”), as well as the consent of the landlord with respect to the lease of the Facility, giving consent to the change of control of NMG LB resulting from the NMG LB MIPA, as required under the lease.

AsOn ofor before the First ~~Amendment~~Closing, ~~Effective~~SGC ~~Date,~~and ~~Loans~~NMG inLB will enter into a management services agreement (the ~~aggregate~~“MSA”) ~~principal~~pursuant ~~amount~~to ofwhich ~~$2.3~~SGC ~~million~~shall manage the business operations at the Facility (~~inclusive~~as ofdefined in the ~~Revolving~~NMG ~~Credit~~LB ~~Balance~~MIPA) ~~remain~~in ~~outstanding~~connection with the transactions contemplated under the ~~Credit~~NMG ~~Facility~~LB ~~Agreement~~MIPA, asat ~~amended~~SGC’s sole cost and expense (including SGC’s assumption, during the term of the MSA, of NMG LB’s operational costs including payroll, rent and insurance).

~~Except~~The asclosing ~~amended~~deliverables byfor the First ~~Amendment,~~Closing under the ~~terms~~NMG LB MIPA includes, among other things (i) an officer’s certificate of each of DEP and SGC certifying the conditions of Article III of the ~~Credit~~NMG ~~Facility~~LB ~~Agreement~~MIPA ~~remain~~have inbeen ~~full~~fulfilled, ~~force~~(ii) an assignment and ~~effect~~assumption of the membership interest, (iii) landlord consent, (iv) certain tax forms, (v) executed MSA, (vi) resignation letter of each manager and officer (if any) of NMG LB, (vii) consents of the members and manager of NMG LB, (viii) second amended and restated operating agreement for NMG LB, and (ix) such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments required by the NMG LB MIPA, or as reasonably requested by SGC.

~~In order to bring its obligations under the Credit Facility Agreement back into good standing the Company must complete the following prior to the expiry of the Forbearance Period:~~-2-

	·	Continue to remit to the Lender monthly interest payments when due (the payments due on each of April 15, 2025, and May 15, 2025, having already been made); and
	·	Bring itself into compliance with the liquidity provisions of the Credit Facility Agreement, which require the Company to maintain, for the period commencing on January 1, 2025, minimum Liquid Assets (as defined in the Credit Facility Agreement) of at least $350,000.

The closing deliverables for the Second Closing under the NMG LB MIPA includes, among other things (i) an officer’s certificate of each of DEP and SGC certifying that the conditions of Article IV of the NMG LB MIPA have been fulfilled, and (ii) an assignment and assumption of membership interest.

The foregoing descriptions of the ~~Credit~~NMG ~~Facility~~LB ~~Agreement~~MIPA ~~and~~does ~~the First Amendment do~~ not purport to be complete and ~~are~~is subject to, and qualified in ~~their~~its entirety by the NMG LB MIPA, ~~respectively:~~which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

	(a)	the Credit Facility Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024; and
	(b)	the First Amendment, which is filed as Exhibit 10.2;

Management Services Agreement

~~each~~On or before the First Closing, SGC and NMG LB will enter into a MSA, whereby SGC shall manage the Facility and all of ~~which~~NMG isLB’s ~~incorporated~~operations byat ~~reference~~the ~~herein~~Facility at SGC’s sole cost and expense without right of reimbursement from NMG LB in exchange for SGC receiving a management services fee equal to 100% of the monthly Net Profits (as defined in the MSA). Unless terminated sooner in accordance with the terms of the MSA, the term (the “Term”) of the MSA shall commence on the effective date and continue until the earliest of the occurrence of any of the following events: (a) termination of the NMG LB MIPA; (b) the City and/or DCC makes a final non-appealable determination denying the approval of the MSA; (c) a Governmental Authority makes a final and non-appealable determination that the terms of the MSA are in contravention of Applicable Law; or (d) upon the final closing of the NMG LB MIPA.

~~SECTION~~During 2the –Term, ~~FINANCIAL~~NMG ~~INFORMATION~~LB will provide SGC with complete access to the Facility and all software, accounts, systems and information necessary in order to enable SGC to perform its obligations and exercise its rights under the MSA, including SGC’s control over the operation, management and use of the Facility.

~~Item~~NMG ~~2.03~~LB ~~Creation~~and ofSGC aacknowledge ~~direct~~that, ~~Financial~~subject ~~Obligation~~to orthe anterms ~~Obligation~~and ~~under~~conditions anset ~~Off-Balance~~forth ~~Sheet~~in ~~Arrangement~~the ofMSA, aSGC ~~Registrant~~will have absolute control and discretion over all decision making, including the day-to-day operations at the Facility.

~~The~~SGC ~~information~~may ~~set~~incur ~~forth~~any ~~under~~debt, ~~Item~~obligation, ~~1.01~~or liability for or on behalf of ~~this~~NMG ~~Current~~LB ~~Report~~as onnecessary ~~Form~~to ~~8-K~~carry out the management services and may otherwise establish and negotiate the terms and conditions of agreements with ~~respect~~third parties to further the ~~Non-Revolving~~purpose ~~Credit~~of ~~Facility~~NMG LB’s business. SGC shall not cause NMG LB to enter into any agreement, asobligation, ~~amended~~or bycontract ~~the~~in ~~First~~excess ~~Amendment~~of $50,000 iswithout ~~responsive~~DEP’s prior written consent, such consent not to be unreasonably withheld and ~~incorporated~~only bydue ~~reference~~to ~~into~~a ~~this~~material ~~Item~~detriment 2to DEP as agreed between the parties; and in the event that the parties cannot agree on such detriment, consent may not be withheld.~~03.~~

~~SECTION~~The 8foregoing –description ~~OTHER~~of ~~EVENTS~~the MSA does not purport to be complete and is subject to, and qualified in its entirety by the MSA, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On April 821, 2025, the Company issued a news release to announce anthe ~~event~~agreement ~~scheduled for April 12, 2025, at 12:00 PM,~~ to ~~mark~~divest the ~~grand~~Long ~~opening~~Beach ~~of the Company’s new~~ dispensary ~~located at the corners of Glenwood Dyer Rd and Torrence Ave~~. ~~(20513 Torrence Ave), in Lynwood IL 60411, as well as the entry by the Parties into the First Amendment.~~

A copy of the news release is attached as Exhibit 99.1 hereto.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		~~Non-Revolving~~Member ~~Credit~~Interest ~~Facility~~Purchase Agreement by and between ~~Body~~SGC ~~and~~Retail ~~Mind~~Partners LLC, DEP Nevada, Inc. and ~~Bengal~~NMG ~~Catalyst~~Long ~~Fund~~Beach, LPLLC, dated ~~October~~April 2416, ~~2024(1) bmmj_ex101.htm~~2025
10.2		~~First~~Form ~~Amendment~~of toManagement ~~Non-Revolving~~Services ~~Credit Facility~~ Agreement ~~by and~~ between ~~Body~~SGC ~~and~~Retail ~~Mind~~Partners ~~Inc.~~LLC and ~~Bengal~~NMG ~~Catalyst~~Long ~~Fund~~Beach, ~~LP(*)~~LLC
10.3		Revolving Credit Note issued favor of Bengal Catalyst Fund, LP, dated as of April 7, 2025(*)
99.1		News release dated April 21, 2025
99.1		News release dated April 8, 2025(*)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

~~Notes: (*)(1) Filed herewith.Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 30, 2024.~~__________

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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: April 9, 2025	By:	/s/ Michael Mills
DATE: April 23, 2025	By:	/s/ Michael Mills
		Michael Mills
		Michael Mills President, CEO and Director
		President, CEO and Director

__________

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