Asset Transaction Form 8 K

Item 2.01 Completion or Acquisition or Disposition of Assets

On September 3, 2024, pursuant to the previously announced membership interest purchase agreement (the "Purchase Agreement"), dated September 5, 2023, between Body and Mind Inc.'s (the "Company") wholly owned subsidiary, DEP Nevada, Inc. ("DEP"), and LMTB LLC, an Ohio limited liability company (the "Purchaser"), DEP sold all of the issued and outstanding membership interests in NMG OH P1, LLC (the "Interests") to the Purchaser as all of the closing conditions have been satisfied or expressly waived, and NMG OH P1, LLC received the State of Ohio Department of Commerce approval to the change of ownership of the License (as defined in the Purchase Agreement) from DEP to the Purchaser. Pursuant to the terms of the Purchase Agreement, the Purchaser paid the purchase price of $2,000,000 to DEP in early 2024 and DEP has now assigned, sold and transferred the Interests to the Purchaser.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the Purchase Agreement, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 12, 2023.

No pro forma financial statements depicting the disposition of NMG OH P1, LLC are required to be included as the disposition does not exceed 20% significance under any of the three significance tests under Regulation S-X 1-02(w).

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS