M&A - BODY & MIND INC.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: New

Accession Number: 000164033425000676

Filing Summary: On April 16, 2025, Body and Mind, Inc.'s wholly owned subsidiary DEP Nevada, Inc. entered into a Membership Interest Purchase Agreement with SGC Retail Partners LLC and NMG Long Beach, LLC to sell 100% of the membership interests of NMG Long Beach for a total purchase price of $856,250. The payment structure includes an initial deposit of $100,000, followed by $595,000 in shares on the First Closing Date, and a remaining $161,250 on the Second Closing Date, contingent upon fulfilling various conditions including landlord consent and governmental approvals. The First Closing is expected to occur within two business days after conditions are met. Further, a Management Services Agreement will be established whereby SGC will manage the Facility and its operations at SGC’s own expense, detailing terms of control and responsibilities during the management period. A news release regarding this divestment of the Long Beach dispensary was issued on April 21, 2025, announcing the agreement.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000164033425000177

Filing Summary: On January 29, 2025, BODY AND MIND INC. reported that its wholly owned subsidiary DEP Nevada, Inc. entered into a Membership Interest Purchase Agreement (MIPA) with Rubino Ventures IL, LLC and NMG IL 4, LLC to sell 100% of the membership interests of NMG 4 for $1,666,667. The purchase price includes an initial payment of $833,334 and an earnout based on future performance. Concurrently, BODY AND MIND INC. also entered into a separate MIPA to sell 100% of the membership interests of NMG 1 to Rubino for $3,333,333 under similar terms. Additionally, associated Management Services Agreements were established whereby Rubino will manage the commercial cannabis retail operations of NMG 4 and NMG 1 with a monthly service fee of $12,500. The agreements are subject to regulatory approvals, specifically from the Illinois Department of Financial and Professional Regulation. Furthermore, an Indemnity Agreement has been established to protect against any liabilities arising in connection with these transactions.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000164033425000174

Filing Summary: On January 30, 2025, Body and Mind Inc. announced in a news release that it has entered into definitive agreements to sell its Illinois assets, NMG IL 1, LLC and NMG IL 4, LLC, to Rubino Ventures IL, LLC, an established cannabis company in Illinois. The sale is contingent on regulatory approval and involves total cash consideration of US$5 million. The payment structure includes half to be paid upon the effectiveness of managed services agreements (MSAs) and the remainder upon closing. Additionally, there is potential for an earnout based on the trailing twelve-month EBITDA assessed at the end of the fifteenth month after the MSAs take effect. This strategic decision aims to enhance the company's balance sheet and facilitate construction of a dispensary in New Jersey, reflecting the challenges faced in the current cannabis market. Both parties expressed optimism about their partnership, with Rubino aiming to provide quality cannabis to local communities.