Business
Body and Mind Collects $2.5 Million Payment From Ohio Dispensary Sale
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Body and Mind Inc. said on September 3, 2026, that it has received US$2.5 million in contingent proceeds owed under its 2023 sale of its Ohio dispensary, a payment the cannabis company said will fund debt repayment, ongoing litigation in Arkansas, and general corporate purposes.
The payment was disclosed in a corporate update issued by the company, which trades on the Canadian Securities Exchange under the symbol BAMM. The proceeds relate to the Ohio equity interest transaction first disclosed in a company news release dated July 24, 2023.
The contingent payment traces to an equity purchase agreement under which DEP Nevada, Inc., Body and Mind’s wholly owned subsidiary, agreed to sell all of the issued and outstanding interests in NMG OH 1, LLC, the entity that owned and operated the Body and Mind Ohio dispensary, to FarmaceuticalRX, LLC. Under the terms announced on July 24, 2023, the initial purchase price was US$8.225 million in cash, including a US$250,000 deposit the purchaser had already paid, subject to adjustments based on estimated closing indebtedness, transaction expenses, closing cash, and working capital.
Beyond the initial price, the agreement entitled DEP Nevada to a US$2.5 million bonus payment for each additional dispensary license granted to NMG OH 1 by the State of Ohio Board of Pharmacy. The provision excluded any adult-use license attached to the existing license held by NMG OH 1 and its current lease location. The September 3, 2026, announcement did not identify the specific license grant that triggered the payment, and it did not state whether any further contingent amounts remain outstanding under the agreement.
The dispensary, located in Elyria, Ohio, opened in 2019 and was the company’s first dispensary operation. In the July 2023 announcement, chief executive Michael Mills said the company elected to monetize the asset as the Ohio market developed, with proceeds directed toward the balance sheet and development in New Jersey and Illinois.
Original Transaction and Debt Repayment
The Ohio dispensary sale closed on October 17, 2023. According to the company’s news release filed with the U.S. Securities and Exchange Commission, DEP Nevada received total consideration of US$8.225 million in cash at closing, and the company simultaneously repaid in full the US$7.33 million it owed to its senior secured lender. The balance of the proceeds was designated to support development of the company’s retail assets in Illinois and New Jersey.
The company’s annual report on Form 10-K for the fiscal year ended July 31, 2023, records that FarmaceuticalRX paid US$7,975,000 at closing in addition to the US$250,000 deposit paid at signing, and that US$100,000 of the purchase price was placed in escrow for release twelve months after closing absent pending indemnification claims. The filing also documents the bonus-payment provision now fulfilled: US$2.5 million for each additional dispensary license granted to NMG OH 1 by the State of Ohio Board of Pharmacy or another regulatory body, excluding an adult-use license for the existing license and leased location.
At the time of the 2023 sale, Mills said the divestment and early repayment of the senior secured debt lowered the company’s interest expenses by roughly US$1 million per year.
The September 3, 2026, update said the newly received proceeds will be applied to debt repayment, ongoing litigation in Arkansas, and general corporate purposes. The company did not provide further detail on the litigation or the debt to be repaid in the announcement. In its fiscal 2023 Form 10-K, the company disclosed that, through subsidiary Nevada Medical Group, LLC, it manages the Body and Mind branded medical marijuana dispensary in West Memphis, Arkansas, under a management agreement with Comprehensive Care Group LLC that paid a monthly fee equal to 66.67% of that operation’s monthly net profits. The announcement does not state whether the referenced litigation relates to that operation.
Recent Divestiture Closings
The contingent payment follows a series of announced closings from the company’s multi-year divestiture program. On April 10, 2026, Body and Mind announced it had closed the sale of its two Illinois dispensary entities, transactions first disclosed on January 30, 2025. DEP Nevada received $1,666,667 in cash, less $148,134.65 for certain indebtedness and transaction expenses, for NMG IL 1, LLC, and $833,333 in cash, less $43,831.56, for NMG IL 4, LLC. Each transaction carries an earnout payable in cash equal to 3.2 times an earnout-period EBITDA figure, less the purchase price already paid, measured across months four through fifteen following regulatory approval of each entity’s management services agreement.
On May 12, 2026, the company announced it had closed the sale of its New Jersey dispensary equity interests under a purchase agreement with Ascend New Jersey, LLC first disclosed on August 27, 2025. The buyer acquired a 35% stake in BaM Body and Mind Dispensary NJ, Inc., with the buyer’s social equity partner holding 65%. A $1 million escrow deposit was released to DEP Nevada after the parties waived the post-closing conditions tied to those funds.
The September 3, 2026, announcement identified Michael Mills as the company’s chief executive and investor contact. The company is headquartered in Las Vegas, Nevada, and Vancouver, British Columbia.
