BODY & MIND INC.: M&A transaction — Body and Mind issues $3M convertible debentures; obtains waiver on loan defaults until Jan 2023

BODY & MIND INC.

Issued $3M convertible debentures (8% interest, $0.10 conversion, Dec 2027 maturity) and 15M warrants at $0.10.
Received limited waiver for late annual (FY July 2022) and quarterly (Oct 2022) financials; deadlines extended to Jan 17 and Jan 27, 2023.
Lender consented to merger with Craft (NJ dispensary) subject to conditions, including receipt of $3M cash from SPAs.
Convertible debt subordinated to existing loan; Bengal Capital gets board nomination right if holds >=10% on as-converted basis.

item 1.01 item 2.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BODY & MIND INC. completed an acquisition involving CraftedPlants NJ Corp. (closed 2022-12-21).

Action: acquisition
Counterparty: CraftedPlants NJ Corp.
Closing: 2022-12-21

Exact text from the filing

On December 21, 2022, pursuant to the Merger Agreement set forth under Item 1.01 of this Current Report on Form 8-K, the Company through DEP completed the acquisition of CraftedPlants NJ Corp., which is now named, BaM Body and Mind Dispensary NJ, Inc.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BODY & MIND INC. amended Limited Waiver and Amendment to Loan Agreement with FG Agency Lending, LLC and Bomind Holdings LLC valued at Limited waiver of specified defaults and amendments to financial reporting deadlines under the Loan (effective 2022-12-12).

Action: amendment
Agreement: credit facility
Counterparty: FG Agency Lending, LLC and Bomind Holdings LLC
Value: Limited waiver of specified defaults and amendments to financial reporting deadlines under the Loan
Effective: 2022-12-12

Exact text from the filing

On December 12, 2022, the Company, the Guarantors (collectively, the “ Loan Parties ”) the Agent and the Lender entered into a Limited Waiver and Amendment to Loan Agreement (the “ Limited Waiver and Amendment to Loan Agreement ”) to deal with certain events of default that occurred under the Loan Agreement, as amended, with respect to (i) the Company’s failure to deliver to Agent the audited annual financial statements of the Company and its subsidiaries for the fiscal year ended July 31, 2022, on or before ninety (90) days after the end of such fiscal year in accordance with Section 7.2(c) of the Loan Agreement (the “ First Specified Default ”) and (ii) the Agent being informed that the Company anticipates that it will fail to deliver the quarterly financial statements of the Company and its subsidiaries for the fiscal quarter ending October 31, 2022, in form and substance acceptable to Agent, on or before forty-five (45) days after the end of such fiscal quarter, in accordance with

View on SEC.gov

Browse all m&a transactions →

Source: SEC EDGAR

accession 0001640334-23-000057

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.