---
schema_version: "secwatch.filing_event.v1"
accession: "0001640334-25-001033"
form_type: "8-K"
ticker: null
cik: "0001715611"
company_name: "BODY & MIND INC."
filed_at: "2025-06-12T23:59:59+00:00"
generated_at: "2026-05-19T10:51:40.680335+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Body and Mind completes NMG sale to Fox Farms; enters $587K secured note with SGC

## Summary
- DEP subsidiary sold NMG membership interests to Fox Farms; Fox paid $200K cash and issued $200K promissory note, contingent on tax dispute resolution.
- SGC advanced $587K to DEP as part of NMG Long Beach sale; secured by 80% of NMG LB membership interests and other assets.
- Promissory note to SGC bears 5% interest, balloon payment due Oct 29, 2025.
- Letter Agreement delays Fox Farms note effectiveness until Nevada tax audit dispute (2019-2021) is resolved.
- Company cannot determine if NMG disposition exceeds 20% significance due to contingent consideration.

## SEC filing metadata
- accession: 0001640334-25-001033
- form_type: 8-K
- cik: 0001715611
- company_name: BODY & MIND INC.
- filed_at: 2025-06-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1715611/000164033425001033/0001640334-25-001033-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1715611/000164033425001033/bmmj_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001640334-25-001033
- JSON: https://secwatch.observer/filing/0001640334-25-001033.json
- Plain text: https://secwatch.observer/filing/0001640334-25-001033.txt

## Key facts
- Debt Financings
  BODY & MIND INC. incurred loan of $587,000 with SGC Retail Partners LLC at 5% per annum maturing October 29, 2025.
  - Instrument: loan
  - Principal: $587,000
  - Counterparty: SGC Retail Partners LLC
  - Rate: 5% per annum
  - Maturity: October 29, 2025
  - Event: incurrence
  source text: On April 29, 2025, SGC advanced the sum of $587,000 to DEP, which is intended to be a substantial portion of the First Closing Date Payment (the “ Advance Payment ”). As evidence of the Advance Payment, DEP issue a secured promissory note dated April 29, 2025 to SGC (the “ Promissory Note ”), pursuant to which: (i) DEP shall pay interest on the outstanding Advance Payment at the rate of 5% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed; and (ii) all principal and accrued interest shall be payable in full in a single balloon payment due on October 29, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715611/000164033425001033/0001640334-25-001033-index.htm
- M&A Transactions
  BODY & MIND INC. completed a disposition involving Fox Farms for $400,000 (closed 2025-06-06).
  - Action: disposition
  - Counterparty: Fox Farms
  - Consideration: $400,000
  - Closing: 2025-06-06
  source text: (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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1715611/000164033425001033/0001640334-25-001033-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.