Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 15, 2023

MEDMEN ENTERPRISES INC.

(Exact name of registrant as specified in its charter)

British Columbia		000-56199		98-1431779
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6501 Congress Ave., Boca Raton, Florida 33487

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code

(424) 330-2082

8740 S Sepulveda Blvd, Suite 105, Los Angeles, California 90045

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On December 15, 2023, subsidiaries of MedMen Enterprises Inc. (the “Company”), MMOF Vegas Retail, Inc. and MMOF Vegas Retail 2, Inc., entered into an Asset Purchase and Sale Agreement (the “Arizona Agreement”) with Retail Facilities Operations NV, LLC, and MME Retail Management, LLC, a subsidiary of the Company, entered into an Assignment Agreement (the “Nevada Agreement” and together with the Arizona Agreement, the “Agreements”) with Retail Facilities Operations AZ, LLC. Retail Facilities Operations AZ, LLC and Retail Facilities Operations NV, LLC are affiliate of Mint Cannabis (“MINT Cannabis”), a private multi-state cannabis operator headquartered in Arizona. Pursuant to the Agreements, the Company has agreed to sell its non-core business operations in Arizona and certain assets in Nevada for total consideration comprising a minimum of an aggregate of $24.0 million of cash, which is subject to certain tax liability, net working capital and other adjustments, and short-term seller notes in the principal amount of $5.5 million, subject to certain tax liability adjustment, and the assumption of certain liabilities. In particular, the transactions comprise of the sales of the Company’s wholly-owned operating subsidiary in Arizona and its two operating dispensaries located in Clark County in Nevada. These sales are the result of the Company’s previously announced strategic review and evaluation of divestiture opportunities of its non-core assets. The transactions are subject to customary closing conditions, including, among others, the receipt of applicable regulatory approvals.

Item 7.01

Regulation FD Disclosure.

On December 20, 2023, the Company issued a press release announcing the events described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated December 20, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 21, 2023	MEDMEN ENTERPRISES INC.

		/s/ Kimble Cannon
	By:	Kimble Cannon
	Its:	General Counsel & Corporate Secretary

Exhibit 99.1

MedMen Enters into Definitive Agreements to Exit Arizona

and Nevada per Announced Strategic Review, Selling Non-Core

Assets to MINT Cannabis

December 20, 2023

BOCA RATON, Fla.—(BUSINESS WIRE)— MedMen Enterprises Inc. (“MedMen” or the “Company”) (CSE: MMEN) (OTCQX: MMNFF), a premier cannabis company with operations across the United States, today announced that it has entered into definitive agreements to sell its non-core business operations in Arizona and certain assets in Nevada to an affiliate of Mint Cannabis (“MINT Cannabis”), a private multi-state cannabis operator headquartered in Arizona. The transactions consist of the sale of MedMen’s wholly-owned operating subsidiary in Arizona and its two operating dispensaries located in Clark County, Nevada. These sales are the result of MedMen’s previously announced strategic review and evaluation of divestiture opportunities of its non-core assets. The transactions are subject to customary closing conditions, including, among others, the receipt of applicable regulatory approvals.

“MedMen is pleased with the outcome of our strategic review and has made good progress in our restructuring efforts. These transactions will bolster liquidity in the short term, reduce liabilities, and enable the Company to focus on operating efficiencies and executing our long-term asset-light growth strategy in our core markets,” said Ellen Deutsch Harrison, MedMen’s CEO.

“We are excited to expand our portfolio of flagship dispensaries through the acquisition of MedMen’s Scottsdale Talking Stick Dispensary and Mesa Cultivation Facility, along with establishing our vertical presence in Nevada through the addition of two premium Las Vegas Dispensaries. MINT Cannabis is pleased to have reached an agreement with MedMen and has strong ambitions to continue to build our footprint through both organic and strategic growth across various key markets in the US,” said Eivan Shahara, MINT Cannabis’ co-founder and CEO.

ATB Capital Markets Inc. acted as financial advisor and Raines Feldman Littrell LLP acted as legal advisor to MedMen. CLD Advisory acted as financial advisor to MINT Cannabis.

For more information about MedMen, visit www.medmen.com.

About MedMen:

MedMen is a premier American cannabis company with an operational footprint in California, Nevada, Illinois, Arizona, Massachusetts, and New York. MedMen offers a robust selection of high-quality products, including MedMen-owned brands MedMen Red, Moss and LuxLyte, through its premium retail stores, proprietary delivery service, as well as curbside and in-store pickup. MedMen Buds, an industry-first loyalty program, provides exclusive access to promotions, product drops and content. MedMen believes that a world where cannabis is legal and regulated is safer, healthier, and happier.

Forward-Looking Statements:

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (each referred to as “forward-looking statements”). Forward-looking statements include statements regarding intentions, beliefs, projections, outlook, analyses, or current expectations. Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to MedMen, as applicable, or that MedMen, deems immaterial, could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements, and you should not rely on them as predictions of future events. The forward-looking statements included in this communication are made as of the date of this communication and MedMen does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

MedMen Investor Relations Contact:

Investors@MedMen.com

Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Entity File Number	000-56199
Entity Registrant Name	MEDMEN ENTERPRISES INC.
Entity Central Index Key	0001776932
Entity Tax Identification Number	98-1431779
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	6501 Congress Ave.
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	(424)
Local Phone Number	330-2082
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false