SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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AUSTRALIS CAPITAL INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ] Not applicable
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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SC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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Not applicable [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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21,905,219 shares of common stock. (1)
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8
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SHARED VOTING POWER
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Nil
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9
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SOLE DISPOSITIVE POWER
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21,905,219 shares of common stock. (1)
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10
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SHARED DISPOSITIVE POWER
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Nil
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,905,219 shares of common stock.
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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Not applicable [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.9% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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Notes:
(1)These 21,905,219 common shares consist of (i) 18,996,128 shares of common stock held by the Reporting Person and (ii) 2,909,091 of the Issuer’s common stock issuable upon conversion of convertible debentures (the “Debentures”) in the aggregate principal amount of CAD$1,600,000. The Reporting Person has agreed to convert the Debentures on July 1, 2020.
(2)Based on 101,698,593 common shares of the Issuer's common stock issued and outstanding as of May 22, 2020.
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Item 1.Security and Issuer
This statement constitutes Amendment No. 6 to the Schedule 13D relating to the voting common stock, with a par value of CAD$0.0001, of Body and Mind Inc., a corporation organized under the laws of the State of Nevada (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 31, 2018 (the “Initial Schedule 13D”), as amended by: Amendment No. 1 filed with the Securities and Exchange Commission (“SEC”) on December 31, 2018; Amendment No. 2 filed with the SEC on February 6, 2019; Amendment No. 3 filed with the SEC on May 28, 2019; Amendment No. 4 filed with the SEC on July 3, 2019; and Amendment No. 5 filed on December 5, 2019.
The Issuer maintains its principal executive office at 750 – 1095 West Pender Street, Vancouver, British Columbia, Canada, V6E 2M6.
Item 2.Identity and Background
Name:
This statement is filed by Australis Capital Inc. (the "Reporting Person"). All decisions with respect to securities of the Issuer (including investments decisions with respect thereto and decisions relating to the voting thereof) are made by the board of directors of the Reporting Person.
Residence or Business Address:
376 East Warm Springs Road
Suite 190
Las Vegas, Nevada 89119
Present Principal Business or Occupation:
The Reporting Person operates businesses focused on the cannabis industry in the United States through its subsidiaries and other entities in which it holds interests. The Reporting Person’s business activities may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing in exchange for predetermined royalties or distributions, and the acquisition of all or part of one or more businesses, portfolios or other assets.
Place of Organization or Citizenship:
Australis Capital Inc. is a corporation organized under the laws of the Province of Alberta, Canada.
Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted in any criminal proceeding.
Civil Proceedings:
During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.Source and Amount of Funds or Other Considerations
On December 24 2019, the Reporting Person transferred to RAPIDCASH ATM Ltd. (“RapidCash”) 5,000,000 shares of Common Stock (the “Common Shares”) of the Issuer in consideration for the purchase of self-service kiosks (the “Kiosks”) for the global cannabis dispensary market pursuant to a vendor agreement (the “Agreement”) dated December 14, 2019.
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Through transactions (the “Transactions”) dated February 25, 2020, March 3, 2020, March 10, 2020, March 17, 2020, March 24, 2020, March 31, 2020 and April 1, 2020, conducted through the facilities of the Canadian Securities Exchange, Australis disposed of 877,500 Common Shares in aggregate.
Item 4.Purpose of Transaction
The Reporting Person, through its wholly-owned subsidiary Cocoon Technology LLC, develops and sells self-service kiosks for the global cannabis dispensary market. RapidCash is in the business of providing parts and supplies necessary for the operation of self-service kiosks, as well as sourcing kiosks from manufacturers. Pursuant to the Agreement, on December 24, 2019, Australis transferred to RapidCash 5,000,000 Common Shares as part of the consideration payable for the purchase of Kiosks from RapidCash. Australis transferred the Common Shares to RapidCash at a deemed price of CAD$0.550 per Common Share for total consideration of CAD$2,750,000.
Pursuant to the Transactions, Australis disposed of 877,500 Common Shares in aggregate. The 877,500 Common Shares disposed by Australis pursuant to the Transactions were sold for aggregate consideration of CAD$272,294.09 at an average price of CAD$0.31 per Common Share.
As described in the Initial Schedule 13D, pursuant to an Investment Agreement between the Issuer and the Reporting Person dated October 30, 2018 (the “Investment Agreement”), for as long as the Reporting Person owns 10% of the issued and outstanding common shares of the Issuer, the Reporting Person will be entitled to nominate one person for election or appointment to the board of directors of the Issuer (the “Board”). If the Reporting Person exercises all of its warrants of the Issuer and converts all its debentures of the Issuer, the Reporting Person will be entitled to nominate a second person for election or appointment to the Board. For as long as the Reporting Person maintains at least 25% of the issued and outstanding common shares of the Issuer, the Reporting Person will be entitled to nominate two persons for election or appointment to the Board.
The Reporting Person reserves the right to formulate other plans or make other proposals, and take other actions with respect to its interest in the Issuer. Depending on market conditions and other factors, the Reporting Person may acquire or dispose of securities of the Issuer as the Reporting Person may deem appropriate, whether in open market purchases or sales, privately negotiated transactions or otherwise. The Reporting Person continues to evaluate numerous potential transactions and in connection therewith may exchange Common Shares for other assets or may sell Common Shares to increase its cash position. The Reporting Person may also reconsider and change its plans or proposals relating to the foregoing.
Except as otherwise disclosed herein, the Reporting Person has no current plans or proposals that relate to or would result in:
(a)the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
(d)any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)any material change in the present capitalization or dividend policy of the Issuer;
(f)any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the United States Investment Company Act of 1940;
(g)changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
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(h)causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j)any action similar to any of those enumerated above.
Item 5.Interest in Securities of the Issuer
The filing of this statement by the Reporting Person shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities covered by the statements herein.
(a)For the purposes of this statement, the Reporting Person is reporting herein that, as of May 26, 2020 the Reporting Person was the beneficial owner of 21,905,219 shares of the Issuer's common stock, representing approximately 20.9% of the Issuer's issued and outstanding common stock. These 21,905,219 shares consist of (i) 18,996,128 shares of common stock currently held by the Reporting Person and (ii) 2,909,091 shares of the common stock issuable upon conversion of the Debentures.
(b)For the purposes of this statement, the Reporting Person is reporting herein that, as of May 26, 2020 the Reporting Person had the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of 21,905,219 shares of the Issuer's common stock, representing approximately 20.9% of the Issuer's common stock. These 21,905,219 shares consist of (i) 18,996,128 shares of common stock currently held by the Reporting Person and (ii) 2,909,091 shares of the common stock issuable upon conversion of the Debentures.
(c)As of the date hereof, and within the sixty day period prior thereto, no transactions involving the Issuer’s equity securities had been engaged in by the Reporting Person other than as disclosed herein.
(d)As of the date hereof, to the best knowledge and belief of the undersigned, except as otherwise reported herein, no person other than the Reporting Person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to the terms of the Investment Agreement, the Reporting Person will have the right to participate in any future equity offerings of the Issuer to maintain an ownership interest in the Issuer equal to the percentage ownership prior to such an offering, provided that such ownership interest does not exceed 40% (the “Anti-Dilution Right”). Such participation right will expire at the time that the Reporting Person no longer holds 10% or more of the issued and outstanding common shares of the Issuer.
Pursuant to the terms of a conversion agreement dated July 1, 2019 between the Reporting Person and the Issuer, the Reporting Person will convert the Debentures into 2,909,091 Common Shares on July 1, 2020.
Except as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.
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Item 7.Material to Be Filed as Exhibits
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Exhibit No.
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Description
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10.1
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Investment Agreement dated October 30, 2018, between the Reporting Person and the Issuer
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10.2
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Conversion Agreement dated July 1, 2019, between the Reporting Person and the Issuer
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 26, 2020
AUSTRALIS CAPITAL INC.
By: /s/ Scott Dowty
Name: Scott Dowty
Title: CEO
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EXHIBIT INDEX
Exhibit No.Description
10.1Investment Agreement dated October 30, 2018, between the Reporting Person and the Issuer(1)
10.2Conversion Agreement dated July 1, 2019, between the Reporting Person and the Issuer(2)
Notes:
(1)Previously filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on November 5, 2018 and incorporated by reference herein.
(2)Previously filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on July 8, 2019 and incorporated by reference herein.