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

~~February~~April 37, 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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification 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 41 – ~~MATTERS~~REGISTRANT’S ~~RELATED~~BUSINESS ~~TO ACCOUNTANTS~~ AND ~~FINANCIAL STATEMENTS~~OPERATIONS

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement

OnAmendment ~~February~~to 3,Non-Revolving ~~2025,~~Credit the Board of Directors of Body and Mind Inc. (the “Company”) determined that certain of the Company’s previously issued condensed consolidated financial statements as noted below should no longer be relied upon.Facility

~~The~~As ~~financial~~described ~~statements~~in the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024, the Company entered into a non-revolving credit facility agreement (the “Credit Facility Agreement”) with Bengal Catalyst Fund, LP, a Delaware limited partnership (the “Lender” and together with the Company, the “Parties”) on October 24, 2024, pursuant to which the Company was permitted to request loans from the Lender (each, a “Loan”) from time to time until October 24, 2025, or the date on which the Company otherwise terminates the Credit Facility Agreement, up to an aggregate principal amount of US$2,317,729.20 (the “Maximum Credit Balance”). Provided that ~~should~~the noaggregate ~~longer~~outstanding beprincipal ~~relied~~balance ~~upon~~of ~~are~~all asLoans ~~follows:~~did not exceed US$1,500,000 (the “Pre-Approved Threshold”), 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.

	1.	the unaudited condensed consolidated financial statements of the Company for the three and six months ended January 31, 2024 and 2023 (the “Q2 Financials”), which were included in the Form 10-Q that we filed with the SEC on March 25, 2024; and
	2.	the unaudited condensed consolidated financial statements of the Company for the three and nine months ended April 30, 2024 and 2023 (the “Q3 Financials”), which were included in the Form 10-Q that we filed with the SEC on June 20, 2024.

Contemporaneously with entering into the Credit Facility Agreement, the Company requested a Loan for the principal amount of US$2,317,729.20 and issued the Non-Revolving Credit Note in the form attached to the Credit Facility Agreement as Schedule II, which Loan was fully funded by the Lender on October 28, 2024.

~~During~~The ~~the~~Company ~~audit~~has ofbeen ~~the~~in ~~Company’s~~default ~~consolidated~~of ~~financial~~certain ~~statements~~of ~~for~~its obligations under the ~~year~~Credit ~~ended~~Facility ~~July~~Agreement 31since March 20, ~~2024~~2025, ~~certain~~but, ~~accounting~~in ~~treatment~~light ~~relating~~of to a ~~variable~~recent ~~interest~~payment ~~entity~~made ~~were~~by ~~discussed~~the ~~extensively~~Company ~~between~~thereunder in the ~~Company’s~~amount ~~management~~of $833,000, ~~external~~the ~~experts,~~Parties ~~and~~have ~~Sadler,~~agreed ~~Gibb~~to &enter ~~Associates,~~into ~~LLC~~an agreement (the “First Amendment”) dated as of April 7, 2025 (the ~~Company’s~~“First ~~independent~~Amendment ~~registered~~Effective ~~public~~Date”), ~~accounting~~amending ~~firm.~~the ~~The~~Credit ~~disposition~~Facility ofAgreement awhereby: ~~certain~~(i) ~~entity~~part byof the ~~Company~~Maximum ~~was~~Credit ~~deconsolidated~~Balance, ~~for~~up to the Q2amount ~~Financials~~of ~~and~~$833,334 (the Q3“Maximum ~~Financials.~~Revolving ~~Greater~~Credit ~~discussion~~Balance”), ~~and~~will ~~scrutiny~~be ~~during~~revolving, with the ~~annual~~remainder ~~audit~~- ~~revealed~~up ~~that~~to ~~this~~the ~~entity~~maximum ~~meets~~of $1,400,000 (the ~~criteria~~“Maximum ofNon-Revolving aCredit ~~variable~~Balance”) ~~interest~~- ~~entity~~to ~~and~~continue as non-revolving), (ii) the Company ~~ought~~shall be deemed to have ~~consolidated~~reborrowed the ~~entity~~principal asamount anof ~~asset~~$833,334 ~~held~~(the ~~for~~“Revolving ~~sale.~~Credit ~~The~~Balance”); ~~Company~~(iii) ~~also~~the ~~discovered~~interest ~~that~~rate ~~management~~on ~~fee~~all ~~income~~borrowed ~~from~~funds ~~one~~is ofincreased ~~its~~from ~~investees~~18% ~~was~~to ~~not~~24%, ~~properly~~so ~~recorded~~long inas the Q2Loan ~~Financials~~Amount ~~and~~is ~~the~~$1,700,000 Q3or ~~Financials.~~more; ~~The~~and ~~Board~~(iv) ofthe ~~Directors~~Lender has ~~determined~~agreed ~~that~~to ~~these~~waive ~~misstatements,~~the ~~noted~~Company’s ~~above,~~default ~~were~~for ~~material~~a onperiod aof ~~cumulative~~60 ~~basis.~~calendar ~~Accordingly,~~days ~~these~~from ~~previously~~the ~~issued~~date ~~financial~~of ~~statements~~the ~~should~~First noAmendment ~~longer~~Date be(the ~~relied~~“Forbearance onPeriod”).

WeConsequential ~~intend~~amendments also have been made to ~~file~~Schedule asII ~~soon~~to the Credit Facility Agreement (being the Non-Revolving Credit Note), whereby all references therein to “$2,317,729.20” or “two million three hundred seventeen thousand seven hundred twenty-nine and 20/100” have been amended and restated to read “$1,400,000” or “one million four hundred thousand dollars” as ~~reasonably~~applicable. In ~~possible~~addition, Schedule ~~amendments~~“A” to the ~~following~~First ~~quarterly~~Amendment ~~reports~~(being inthe ~~order~~Revolving toCredit ~~restate~~Note) has been added to the ~~condensed~~Credit ~~consolidated~~Facility ~~financial~~Agreement ~~statements~~as ~~included~~new inSchedule ~~such~~II-B ~~filings:~~(being the Revolving Credit Note).

	1.	the Form 10-Q, which was filed on March 25, 2024, in order to restate the unaudited condensed consolidated financial statements of the Company for the three and six months ended January 31, 2024 and 2023; and
	2.	the Form 10-Q, which was filed on June 20, 2024, in order to restate the unaudited condensed consolidated financial statements of the Company for the three and nine months ended April 30, 2024 and 2023.

-As of the First Amendment Effective Date, Loans in the aggregate principal amount of $2-.3 million (inclusive of the Revolving Credit Balance) remain outstanding under the Credit Facility Agreement, as amended.

~~SECTION~~Except 8as –amended ~~OTHER~~by ~~EVENTS~~the First Amendment, the terms and conditions of the Credit Facility Agreement remain in full force and effect

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:

	·	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 foregoing descriptions of the Credit Facility Agreement and the First Amendment do not purport to be complete and are qualified in their entirety by, respectively:

	(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;

each of which is incorporated by reference herein.

SECTION 2 – FINANCIAL INFORMATION

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 Non-Revolving Credit Facility, as amended by the First Amendment, is responsive to and incorporated by reference into this Item 2.03.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On ~~February~~April 58, 2025, the Company issued ~~the~~a news ~~release~~to ~~attached~~announce ~~hereto as Exhibit 99.1 providing~~ an ~~update~~event onscheduled ~~financial~~for ~~reporting~~April ~~that~~12, ~~certain~~2025, ~~accounting~~at ~~treatment~~12:00 ~~relating~~PM, to amark ~~variable interest entity resulted in~~ the ~~disposition~~grand opening of ~~that entity by~~ the Company’s ~~being~~new ~~deconsolidated~~dispensary ~~for~~located ~~the~~at ~~financial statements for~~ the ~~three~~corners ~~and~~of ~~six~~Glenwood ~~month~~Dyer ~~periods~~Rd ~~ended January 31, 2024~~ and ~~2023~~Torrence Ave. (Q220513 ~~2024)~~Torrence ~~and the financial statements for the three and nine month periods ended April 30~~Ave), ~~2024~~in ~~and~~Lynwood ~~2023~~IL ~~(Q3 2024)~~60411, ~~which~~as ~~the~~well ~~Company ought to have consolidated the entity~~ as ~~an asset held for sale. In addition,~~ the ~~Company~~entry ~~also~~by ~~discovered that management fee income from one of~~ the ~~investees~~Parties ~~was~~into ~~not properly recorded in~~ the Q2First ~~2024 financial statements and the Q3 2024 financial statements~~Amendment. ~~The Board of Directors has determined that these misstatements were material on a cumulative basis. Accordingly, these previously issued financial statements should no longer be relied upon.~~

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 February 5, 2025
10.1		Non-Revolving Credit Facility Agreement by and between Body and Mind Inc. and Bengal Catalyst Fund, LP, dated October 24, 2024(1) bmmj_ex101.htm
10.2		First Amendment to Non-Revolving Credit Facility Agreement by and between Body and Mind Inc. and Bengal Catalyst Fund, LP(*)
10.3		Revolving Credit Note issued favor of Bengal Catalyst Fund, LP, dated as of April 7, 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: February 6, 2025	By:	/s/ Michael Mills
DATE: April 9, 2025	By:	/s/ Michael Mills
		Michael Mills
		President, CEO and Director

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