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

 

December 30, 2024

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. ☒

__________

 

 

 

 

SECTION 7 – REGULATION FD

 

Item 7.01        Regulation FD Disclosure

 

On December 30, 2024, Body and Mind Inc. (the “Company” or “BaM”) issued a news release to provide an update regarding its delayed annual financial statements for the year ended July 31, 2024, including the related management discussion and analysis and CEO and CFO certifications (collectively, the “2024 Annual Financial Filings”).

 

Although the audit process is substantially complete, the additional final procedures include (i) final approval of an external accounting memorandum for the auditor, (ii) application of additional audit procedures (as needed) to assess independent conclusions, and (iii) final internal QC sign-off from the auditor.

 

The Company and auditors are working closely to complete the 2024 Annual Financial Filings and will continue to provide updates in accordance with National Policy 12-203 Management Cease Trade Orders.

 

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

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

 

Description

 

 

 

99.1

 

News Release dated December 30, 2024

 

 

 

104

 

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

__________

 

 

2

 

 

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:  December 30, 2024

By:

/s/ Michael Mills

 

 

 

Michael Mills

 

 

 

President, CEO and Director

 

__________

 

 

3

 

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Cover
Dec. 30, 2024
Cover [Abstract]  
Entity Registrant Name BODY AND MIND INC.
Entity Central Index Key 0001715611
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Dec. 30, 2024
Entity Ex Transition Period true
Entity Incorporation State Country Code NV
Entity Tax Identification Number 98-1319227
Entity File Number 000-55940
Entity Address Address Line 1 750 – 1095 West Pender Street
Entity Address City Or Town Vancouver
Entity Address State Or Province BC
Entity Address Country CA
Entity Address Postal Zip Code V6E 2M6
City Area Code 800
Local Phone Number 361-6312
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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