Item 3.02 Unregistered Sales of Equity Securities
On April 25, 2023, Body and Mind Inc. (the "Company") granted an aggregate of
9,773,000 stock options pursuant to the Company's 2023 Stock and Incentive Plan
having an exercise price of CAD$0.065 per share and an expiry date of five years
from the date of grant to 14 individuals who were directors, officers, employees
and consultants of the Company. The Company relied upon the exemption from
registration under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), provided by Rule 903 of Regulation S promulgated under
the U.S. Securities Act for the grant of stock options to the individuals who
are non-U.S. persons, and upon the exemption from registration under Rule 506(b)
of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act for the
individuals who are U.S. persons. The stock options have various vesting
provisions where some stock options vest immediately, some have a portion that
vest immediately and a portion that vest as to 25% on each date that is 6
months, 12 months, 18 months and 24 months from the date of grant, and some only
vest as to 25% on each date that is 6 months, 12 months, 18 months and 24 months
from the date of grant.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On April 25, 2023, the Board of Directors of the Company approved and granted an
aggregate of 9,773,000 stock options to certain directors, officers, employees
and consultants of the Company having an exercise price of CAD$0.065 per share
and an expiry date of five years from the date of grant.
The following table below sets forth the stock option awarded to the Company's
current directors and officers on April 25, 2023 along with the respective
vesting provisions:
Number that
vest as to
25% on each
date that
is 6, 12,
18 and 24
Number that months from
Number of vest date of
Name Stock Options immediately grant
Michael Mills (President, CEO and
Director) 2,474,000 1,474,000 1,000,000
Stephen 'Trip' Hoffman (COO and
Director) 2,499,000 1,499,000 1,000,000
Dong Shim (CFO) 1,300,000 950,000 350,000
Brent Reuter (Director) 700,000 500,000 200,000
Alexis Podesta (Director) 450,000 250,000 200,000
Josh Rosen (Director) 250,000 Nil 250,000
Darren Tindale (Corporate Secretary) 700,000 650,000 50,000
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Item 7.01 Regulation FD Disclosure
On April 26, 2023, the Company issued a news release to announce entry into the
Illinois market with the opening of the Body and Mind dispensary in Markham,
Illinois.
The Body and Mind dispensary is a full-service cannabis dispensary and brings
our battle-tested skills and experience from the California, Nevada, Ohio,
Michigan and Arkansas markets to help patients and customers with a wide range
of brands and cannabis offerings including edibles, flowers, vaping products,
concentrates, capsules, tinctures, topicals and accessories. The new location
offers convenient on-line ordering for pickup.
"We are excited to open the Markham dispensary and believe that Illinois
continues to be an underserved market for cannabis patients and customers," said
Michael Mills, CEO of Body and Mind. "We believe our approachable and efficient
store design, curated product offerings, and knowledgeable staff will be
welcomed in the Illinois market. The second Body and Mind dispensary in Illinois
is moving through the development stage and the Company is advancing our
Illinois and New Jersey opportunities as quickly as possible."
"I would like to further acknowledge and thank our license application team on
the culmination of their efforts in applying for Illinois licenses which started
in 2019. We consider license applications to be one of our core Company
competencies which work in parallel to our operating dispensaries, cultivation
and processing business units. We believe that winning licenses through
successful applications remains one of the highest return on investment
activities in cannabis. We have demonstrated success with winning license
applications and look forward to using this parallel path to create potential
additional shareholder value while ensuring we are focused on operational
excellence in Illinois and New Jersey."
The Company has options to acquire the Body and Mind-branded dispensary in
Markham, Illinois along with the other Illinois Body and Mind-branded dispensary
pursuant to a convertible credit facility between DEP and each of NMG IL 1, LLC
and NMG IL 4, LLC and membership interest purchase agreements between DEP and
the members of NMG IL 1, LLC and NMG IL 4, LLC. The dispensaries are managed by
the Company.
Additionally, and as authorized by the Company's compensation committee and
board of directors, the Company has issued an aggregate of 9,773,000 stock
options (the "Options") in accordance with the Company's 2023 Stock and
Incentive Plan. The Options are exercisable at a price of CAD$0.065 per share
for a five (5) year term expiring April 25, 2028. The Options were granted to
certain directors, officers, employees and consultants of the Company. 5,723,000
of the Options vested immediately and 4,050,000 of the Options vest as to 25% on
each date that is 6 months, 12 months, 18 months and 24 months from the date of
grant. In accordance with the Policies of the Canadian Securities Exchange, the
Options and any common shares issued upon exercise will be subject to a
four-month resale restriction from the date of grant.
A copy of the news release is attached as Exhibit 99.1 hereto.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 News Release dated April 26, 2023.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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