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) March 18, 2021

 

MEDMEN ENTERPRISES INC

(Exact Name of Registrant as Specified in Its Charter)

 

British Columbia

(State or Other Jurisdiction of Incorporation)

 

000-56199		98-1431779
(Commission File Number)		(IRS Employer Identification No.)

 

10115 Jefferson Boulevard, Culver City, CA		90232
(Address of Principal Executive Offices)		(Zip Code)

 

(424) 330-2082

(Registrant’s Telephone Number, Including Area Code)

 

________________________________________________

(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:

 

Title of each class	Trading Symbols	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 March 18, 2021, MedMen Enterprises Inc. (the “Company”) issued 50,000,000 units (the “Units”) to an institutional investor at a purchase price of C$0.40 per Unit for an aggregate of C$20.0 million. Each Unit consisted of one Class B Subordinate Voting Share (“Share”) and one share purchase warrant (the “Warrants”). Each Warrant permits the holder to purchase one Share for a period of three years from the date of issuance at an exercise price of C$0.50 per Share, subject to the terms and conditions set forth in the Warrant. As part of the transaction, the Company agreed to file with the Securities and Exchange Commission, within 15 days of the closing, a registration statement on Form S-1 registering for resale the Shares and the Shares underlying the Warrants.

    

Item 3.02 Unregistered Sales of Equity Securities.

       

The applicable information regarding the sale on March 18, 2021 of the Units, comprised of Shares and Warrants, set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The securities were issued and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder. The purchaser represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The offer and sale of the Units, Shares and Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

Item 7.01 Regulation FD Disclosure.

     

On March 18, 2021, the Company issued a press release regarding the sale of the Units. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

 

The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

    

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Exhibit
99.1		Press release dated March 18, 2021

 

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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.

 

 

	MEDMEN ENTERPRISES INC
Date: March 24, 2021	By:	/s/ Reece Fulgham
	Name:	Reece Fulgham
	Title:	Chief Financial Officer

 

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