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~~August 295, 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 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

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 obligations under the lease agreement between NMG SD and the Landlord (the “Lease”):

	(i)	a sales bonus payment of $500,000 due to the Landlord for the assignment of the Lease to OTC; and

	(ii)	The outstanding rent under the Lease as set out in the second lease amendment to be entered into by NMG SD, OTC and the Landlord before the closing of the APA (the “Lease Amendment”). The Lease Amendment shall assign the Lease to OTC effective upon the delivery of the Landlord Payment to the Landlord;

(d)

$429,617.44 (the “Note Payment”) to be paid pursuant to a secured promissory note dated August 5, 2025 (the “Promissory Note”) which was issued by OTC to NMG SD.

The APA has a working capital adjustment of Current Assets minus Current Liabilities (which includes trade accounts and accounts payable) and the resulting number shall either increase or decrease the Purchase Price, with any adjustment to be made to the Note Payment. Pursuant to the APA, the Selling Parties and the Buyer agreed that based on historical operating data, the Current Liabilities shall likely exceed Current Assets such that the Note Payment shall be reduced once the working capital has been calculated pursuant to the terms set forth in the APA.

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In addition, the APA provides that, starting on August 5, 2025, OTC shall assume all the liabilities of NMG relating to its management, control, and operation of the retail business pursuant to a Management Services Agreement between NMG SD and OTC. OTC shall continue to pay the Tax Liability to the CDTFA until the Cash Amount is released from escrow to NMG SD, with any such interim payments made by OTC to reduce the Note Payment amount.

NMG SD’s closing deliverables of the Agreement include: (a) a bill of sale assigning and transferring the Purchased Assets to OTC; (b) the Transfer Approval; (c) the Escrow Agreement; (d) the Lease Amendment; (e) the countersigned Promissory Note and such other certificates and documents as may be requested by OTC. OTC shall deliver countersignatures to the above documents and full delivery of the Purchase Price.

Following the closing of the APA, OTC shall own the Purchased Assets and be the tenant/lessee under the Lease Amendment.

The foregoing description of the APA does not purport to be complete and is subject to, and qualified in its entirety by the APA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Management Services Agreement

On August 5, 2025, NMG SD and OTC entered into a Management Services Agreement (the “MSA”) whereby OTC shall operate NMG SD’s commercial cannabis dispensary located at 7625 Carroll Road, San Diego, California 92121 (the “Enterprise”) and provide management services, regulatory compliance services, human resource support and services, information technology services, financial services, as specifically outlined in the MSA (the “Services”) at OTC’s sole cost and expense without right of reimbursement from NMG SD or the Enterprise in exchange for OTC receiving a management services fee equal to 100% of the gross revenue and economic proceeds generated by and derived from the Enterprise.

Unless terminated sooner in accordance with the terms of the MSA, the term (the “Term”) of the MSA shall commence on August 5, 2025 and continue until the earliest of the occurrence of any of the following events: (a) termination of the APA; (b) OTC fails to timely pay the Purchase Price as set forth in APA; (c) the California Department of Cannabis Control (the “DCC”) makes a final non-appealable determination denying the approval of the MSA; (d) a Governmental Authority (as defined in the MSA) makes a final and non-appealable determination that the terms of the MSA are in contravention of Applicable Law; (e) a written notice by either non-breaching party to the breaching party, subject to a fifteen (15) day cure period (if permitted by Law), if a material breach of the MSA, the APA, or any related agreement could reasonably lead to a governmental order restraining the MSA; (f) the Local License and commercial cannabis retail license (the “State License”, together with the Local License, the “Licenses”) issued by the DCC are revoked by the applicable Governmental Authority, and the OTC is restricted from effectively performing the Services; or (g) upon the closing of the APA.

NMG SD and OTC acknowledge that, subject to the terms and conditions set forth in the MSA, OTC shall perform the Services as an independent contractor and shall indemnify, defend, and hold harmless NMG SD and DEP from and against any and all losses arising directly or indirectly out of OTC’s management of NMG SD or the Enterprise.

The foregoing description of 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.

Secured Promissory Note

AsOn ~~previously~~August ~~disclosed~~5, ~~in Body and Mind~~2025, ~~Inc.’s~~to (secure the ~~“Company”)~~Note ~~Current~~Payment ~~Report~~obligation onof ~~Form~~$429,617.44, ~~8-K~~OTC ~~filed~~issued ~~with~~ the ~~Securities~~Promissory ~~and~~Note ~~Exchange~~pursuant ~~Commission~~to ~~(the~~which: ~~“SEC”~~(a) onOTC ~~April~~shall ~~16,~~pay ~~2025,~~interest on the ~~Company’s~~unpaid ~~wholly~~principal ~~owned~~balance ~~subsidiary~~of ~~DEP~~the ~~Nevada,~~Note ~~Inc.~~at ~~(“DEP”)~~the ~~entered~~rate ~~into~~of a4.03% ~~Membership~~per ~~Interest~~annum, ~~Purchase~~calculated ~~Agreement~~on (the ~~“NMG~~basis LBof ~~MIPA”)~~a ~~with~~365-day ~~SGC~~or ~~Retail~~366-day ~~Partners~~year ~~LLC~~and ~~(“SGC”)~~the ~~and~~actual ~~NMG~~number ~~Long~~of ~~Beach,~~days ~~LLC~~elapsed; ~~(“NMG~~and ~~LB”~~(b), ~~whereby~~all ~~DEP~~principal ~~agreed~~and toaccrued ~~sell~~interest ~~100%~~shall ofbe ~~the~~due ~~membership~~and ~~interests~~payable ofon ~~NMG~~the LBearlier toof: ~~SGC~~(i) inNovember ~~exchange~~4, ~~for~~2025; anor ~~aggregate~~(ii) ~~purchase~~three ~~price of $856,250~~ (~~the~~3) ~~“NMG~~calendar LBdays ~~Purchase~~following ~~Price”),~~receipt asof ~~follows:~~the Transfer Approval.

~~(a)~~- ~~$100,000~~3 paid to DEP on or about September 17, 2024; (b) $595,000 shares be paid to DEP on the First Closing Date (as defined in the NMG LB MIPA, the “First Closing Date Payment”); and (c) $161,250 shall be paid to DEP on the Second Closing Date (as defined in the NMG LB MIPA), provided that: (i) $156,250 shall be credited to SGC and deemed paid in consideration for SGC having assumed the operational costs of NMG LB as of the First Closing Date, and (ii) SGC shall pay to DEP the remaining $5,000.-

OnThe ~~April~~Promissory ~~29,~~Note ~~2025,~~and ~~SGC~~Note ~~advanced~~Payment is secured by the ~~sum~~security ofagreement ~~$587,000~~dated toAugust ~~DEP~~5, ~~which~~2025 ismade ~~intended~~and todelivered beby aOTC ~~substantial~~in ~~portion~~favor of ~~the~~NMG ~~First~~SD ~~Closing Date Payment~~ (the “~~Advance~~Security ~~Payment~~Agreement”). AsUpon ~~evidence~~full payment of the ~~Advance~~principal ~~Payment,~~and ~~DEP~~all ~~issue~~accrued ainterest ~~secured~~under ~~promissory note dated April 29, 2025 to SGC (~~the “Promissory Note”), ~~pursuant~~NMG toSD ~~which~~shall: (ia) ~~DEP~~assign ~~shall~~and ~~pay~~deliver ~~interest~~to onOTC ~~the~~any ~~outstanding~~remaining ~~Advance~~collateral ~~Payment~~in atNMG ~~the~~SD’s ~~rate~~possession; of(b) 5%execute ~~per~~instruments ~~annum,~~evidencing ~~calculated~~satisfaction onand ~~the~~termination ~~basis~~ of ~~a 365-day year and~~ the ~~actual~~Promissory ~~number of days elapsed~~Note; and (iic) ~~all~~terminate ~~principal~~its ~~and~~security ~~accrued~~ interest ~~shall~~under bethe ~~payable~~Security ~~in full in a single balloon payment due on October 29, 2025~~Agreement.

The foregoing description of the Promissory Note does not purport to be complete and is subject to, and qualified in its entirety by the Promissory Note, which is filed as Exhibit 10.13 hereto and is incorporated herein by reference.

Security Agreement

As security for the ~~Promissory~~prompt ~~Note,~~and ~~DEP~~full ~~entered~~performance ~~into~~and apayment ~~Security~~of ~~Agreement~~all ~~dated~~of ~~April~~the 29indebtedness, ~~2025~~obligations, ~~(the~~liabilities, ~~“Security~~and ~~Agreement”)~~undertakings of OTC in connection with ~~NMG~~the LBPromissory Note and ~~SGC~~Note Payment, OTC and NMG SD entered into the Security Agreement, pursuant to which ~~DEP~~OTC granted ~~SGC~~NMG SD a ~~continuing first-priority lien and~~ security interest in and to: (ia) ~~eighty~~all ~~percent~~Purchased Assets; (~~80%~~b) of all ~~issued~~personal and ~~outstanding~~fixture ~~membership~~property ~~interests~~located inon ~~NMG~~or LBat (the ~~“DEP Security”)~~Enterprise; (iic) ~~all~~money, ~~proceeds~~deposit ofaccounts, ~~and~~letters ~~from~~of ~~the~~credit, ~~DEP~~and ~~Security~~letter-of-credit rights; ~~and~~ (~~iii~~d) ~~all~~securities ~~payments~~and ~~under~~all ~~insurance~~other ~~policies~~investment ~~(whether~~property; orand ~~not SGC is the loss payee~~(e), ~~indemnities,~~other ~~warranties,~~contracts rights or ~~guarantees~~rights ~~payable~~to inthe ~~respect~~payment of ~~any~~money, ~~loss~~insurance orclaims ~~damage~~and toproceeds, ortort ~~otherwise~~claims, ~~with~~and ~~respect~~all ~~to,~~general ~~any~~intangibles of(including ~~the~~all ~~DEP~~payment ~~Security~~intangibles).

InThe ~~addition,~~foregoing asdescription ~~further~~of ~~collateral for~~ the ~~Advance~~Security ~~Payment,~~Agreement ~~NMG~~does LBnot ~~granted~~purport ~~SGC~~to abe ~~security~~complete ~~interest~~and inis ~~all~~subject ~~of its equipment~~to, ~~inventory,~~and ~~accounts,~~qualified ~~contractual~~in ~~rights,~~its ~~interests~~entirety inby ~~financial~~the ~~institution~~Security ~~accounts~~Agreement, ~~intangible~~which ~~assets,~~attached ~~and~~as ~~other~~Exhibit ~~personal~~A ~~property~~to ~~and~~the ~~related~~Promissory ~~proceeds,~~Note asthat ~~defined~~is ~~under~~filed ~~the~~as ~~Nevada~~Exhibit ~~Uniform~~10.3 ~~Commercial~~hereto ~~Code~~and ~~(collectively,~~is ~~the~~incorporated ~~“NMG~~herein LBby ~~Security”)~~reference.

~~-1-~~SECTION 8 – OTHER EVENTS

~~The~~Item ~~Security~~8.01 ~~Agreement~~Other ~~remains in effect from April 29, 2025, and shall continue until the Advance Payment has been paid in full and SGC has acknowledged such payment in writing.~~Events

~~The~~On ~~foregoing~~August ~~description~~11, of2025, the ~~Security~~Company ~~Agreement~~issued ~~does~~a ~~not~~news ~~purport~~release to beannounce ~~complete~~the ~~and~~agreement ~~is subject~~ to, ~~and~~divest ~~qualified in its entirety by~~ the ~~Security~~Purchased ~~Agreement, which is filed as Exhibit 10~~Assets.~~2 hereto and is incorporated herein by reference.~~

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

~~As previously disclosed in the Company’s Current Report on Form 8~~-K ~~filed~~4 with the SEC on January 10, 2025, DEP, our wholly owned subsidiary, Vegas Brazil LLC (“Vegas Brazil”) entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) with Fox Farms LLC, an Nevada limited liability company (“Fox Farms”), dated January 3, 2025, whereby Vegas Brazil assigned all of its rights, duties, obligations, privileges and rights in and to the Membership Interest Purchase Agreement (the “MIPA”) between DEP, Vegas Brazil and Nevada Medical Group, LLC (“NMG”), dated January 31, 2024, whereby DEP agreed to sell 100% of the issued and outstanding membership interests in NMG held by DEP to Vegas Brazil.-

OnSECTION ~~the~~9 ~~same~~– ~~date,~~FINANCIAL ~~Fox~~STATEMENTS ~~Farms,~~AND DEP and NMG entered into a first amendment to the MIPA (the “Amendment” and, together with the MIPA, the “Amended MIPA”), pursuant to which, among other things, the parties changed the purchase price under the Amended MIPA to $400,000 (the “Purchase Price”), with the first $200,000 payment due upon execution and the remainder to be paid on the closing date via a promissory note (the “Note”), which will be personally guaranteed by an affiliate of Fox Farms (the “Guaranty”). The Note shall bear interest at a rate per annum equal to the most recent applicable federal rate as of the closing date of the Amended MIPA, and Fox Farms is to repay the Note in twelve (12) equal monthly payments starting on the first date of the calendar month immediately following the closing.EXHIBITS

Concurrently with the Assignment and Assumption Agreement and the Amendment, DEP and Fox Farms entered into a side letter agreement (the “Side Agreement”), dated January 3, 2025. Under the Side Agreement, in connection with a dispute between DEP and/or NMG and the Nevada Department of Taxation (the “Tax Agency”) regarding a 2019–2021 tax audit of NMG (the “Tax Dispute”), to which NMG will incur audit-related costs (“Audit Costs”), the parties agreed that: (i) if the Tax Dispute is resolved before the closing of the Amended MIPA, the Note’s principal will be reduced dollar-for-dollar by the tax liability and Audit Costs, up to the Note’s full principal, with any excess liability and costs borne by NMG and assumed by Fox Farms at the closing of the Amended MIPA; or (ii) if the Tax Dispute is resolved after the closing of the Amended MIPA, only the remaining unpaid principal of the Note will be reduced, with any excess liability and costs borne by NMG and Fox Farms.

On June 6, 2025, DEP and Fox Farms entered into a Letter Agreement (the “Letter Agreement”), amending the terms of the Note. The parties agreed that the Note (and corresponding Guaranty) will not take effect until the Tax Dispute is fully resolved between the Tax Agency and DEP and/or NMG (the “Tax Dispute Resolution Date”). Additionally, the Note’s payment terms were amended such that: (i) the first payment on the Note will be due on the first day of the calendar month immediately following the Tax Dispute Resolution Date (the “First Payment Date”); (ii) the maturity date of the Note will be the one-year anniversary of the First Payment Date; and (iii) interest on the Note will accrue only from the Tax Dispute Resolution Date.

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The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Letter Agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 6, 2025, pursuant to the previously disclosed Amended MIPA between Fox Farms, DEP and NMG, dated January 3, 2025, DEP assigned, sold and transferred all of the issued and outstanding membership interests in NMG to Fox Farms as all of the closing conditions have been satisfied or expressly waived and NMG received regulatory approval by the Nevada Cannabis Compliance Board approving the change in ownership of NMG and the commercial cannabis cultivation distribution and manufacturing licenses held by NMG from DEP to Fox Farms. Pursuant to the terms of the Amended MIPA, Fox Farms paid $200,000 to DEP upon execution of the Amended MIPA and issued the Note in favor of DEP at the closing in the amount of $200,000, which is personally guaranteed by an affiliate of Fox Farms. However, as discussed above in Item 1.01, pursuant to the Letter Agreement, dated June 6, 2025, the Note and the Guaranty shall not be considered effective and in force and effect until the Tax Dispute Resolution Date. The Note bears interest at a rate per annum equal to the most recent Applicable Federal Rate as of June 6, 2025, and will be computed on the basis of a 365 or 366-day year, as applicable, and the actual number of days elapsed. As discussed above, Fox Farms is to repay the Note in twelve (12) equal monthly installments with the first payment due on the first day of the calendar month immediately following the Tax Dispute Resolution Date.

The foregoing description of the Amended MIPA does not purport to be complete and is subject to, and qualified in its entirety by the Amended MIPA, which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2025.

The Company is unable to determine whether the disposition exceeds 20% significance under any of the three significance tests under Regulation S-X 1-02(w) due to the contingency of the consideration to be received by the Company from the closing of the Amended MIPA as a result of the Tax Dispute. The Company will continue to assess the situation, and, if pro forma financial statements are required, the Company will file an amendment to this Current Report on Form 8-K.

Item 2.03 Creation of a direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Secured Promissory Note and Security Agreement is responsive to and incorporated by reference into this Item 2.03.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		~~Secured~~Asset ~~Promissory~~Purchase ~~Note~~Agreement by and between NMG San Diego, LLC, DEP Nevada, Inc., ~~issued~~SJJR, inLLC, ~~favor~~and ofOTC ~~SGC Retail Partners~~Miramar, LLC, dated ~~April~~August 295, 2025
10.2		~~Security~~Management Services Agreement ~~by and~~ between ~~DEP~~NMG ~~Nevada,~~San ~~Inc.~~Diego, ~~NMG~~LLC ~~Long~~and ~~Beach~~OTC Miramar, LLC, ~~and~~dated ~~SGC~~August ~~Retail~~5, ~~Partners LLC~~2025
10.3		~~Letter~~Secured ~~Agreement~~Promissory Note between ~~DEP~~NMG ~~Nevada~~San Diego, ~~Inc.~~LLC and ~~Fox~~OTC ~~Farms~~Miramar, LLC, dated ~~June~~August 65, 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)

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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: June 12, 2025	By:	/s/ Michael Mills
DATE: August 13, 2025	By:	/s/ Michael Mills
		Michael MillsPresident, CEO and Director
		Michael Mills
		President, CEO and Director

__________

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