SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-07-20 SEC Accession No. 0001829126-21-006507 (HTML Version on secdatabase.com) FILER MedMen Enterprises, Inc. Mailing Address Business Address 10115 JEFFERSON 10115 JEFFERSON CIK:1776932| IRS No.: 981431779 | State of Incorp.:A1 | Fiscal Year End: 0630 BOULEVARD BOULEVARD Type: 424B3 | Act: 33 | File No.: 333-256912 | Film No.: 211099426 CULVER CITY CA 90232 CULVER CITY CA 90232 SIC: 5990 Retail stores, nec 4243302082 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed Pursuant to Rule 424(b)(3) Registration No. 333-256912 MEDMEN ENTERPRISES INC. 135,371,705 Class B Subordinate Voting Shares This prospectus relates the offer and sale or other disposition from time to time of up to an aggregate of 135,371,705 Class B Subordinate Voting Shares (the “Subordinate Voting Shares”) of MedMen Enterprises Inc. by the selling shareholders named in this prospectus, (together with their respective donees, transferees or other successors in interest, referred to as the “selling shareholders”), which consists of 34,639,071 Subordinate Voting Shares, 63,951,112 Subordinate Voting Shares issuable upon exercise of warrants, and 36,781,522 Subordinate Voting Shares issuable upon conversion of convertible notes (the “Resale Shares”). Registration of the Resale Shares does not mean that the selling shareholders will actually offer or sell any of these shares. We will not receive any proceeds from the sale or other disposition of the Resale Shares offered by the selling shareholders. We will, however, receive the exercise price of any warrants exercised for cash. To the extent that we receive cash upon exercise of any warrants, we expect to use that cash for working capital and general corporate purposes. The selling shareholders or their transferees may, from time to time, sell, transfer or otherwise dispose of any or all of their Subordinate Voting Shares or interests in Subordinate Voting Shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. For additional information, you should refer to the section entitled “Plan of Distribution” of this prospectus. We are paying all expenses of registration incurred in connection with this offering, except any underwriting discounts and commissions incurred by the selling shareholders. Our Subordinate Voting Shares trade on the Canadian Securities Exchange (“CSE”) under the symbol “MMEN”. The closing sales price of our Subordinate Voting Shares on the CSE on July 14, 2021 was C$0.3350 per share. Our Subordinate Voting Shares also trade on the OTCQX under the symbol “MMNFF.” The last reported sales price of our Subordinate Voting Shares on the OTCQX on July 14, 2021 was $0.2676 per share. We are an “emerging growth company”, as defined under the federal securities laws and, as such, we may continue to elect to comply with certain reduced public company reporting requirements in future reports. Certain implications of being an “emerging growth company” are described on page 3 of this prospectus. Investing in our Subordinate Voting Shares involves a high degree of risk. You should refer to the discussion of risk factors, beginning on page 10 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is dated July 16, 2021 Table of Contents Table of Contents Page ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 OVERVIEW 2 THE OFFERING 4 FORWARD-LOOKING INFORMATION 6 RISK FACTORS 10 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document USE OF PROCEEDS 24 DIVIDEND POLICY 24 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25 BUSINESS 77 PROPERTIES 107 LEGAL PROCEEDINGS 109 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 110 EXECUTIVE COMPENSATION 115 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 118 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 120 SELLING SHAREHOLDERS 122 DESCRIPTION OF CAPITAL STOCK 125 PLAN OF DISTRIBUTION 130 LEGAL MATTERS 137 EXPERTS 137 WHERE YOU CAN FIND MORE INFORMATION 137 FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS As permitted under the rules of the Securities and Exchange Commission, or the SEC, this prospectus includes important business information about MedMen Enterprises Inc. that is also contained in documents that we file with the SEC. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See “Where You Can Find More Information.” Before you invest in our securities, you should read carefully the registration statement (including the exhibits thereto) of which this prospectus forms a part, this prospectus, any prospectus supplement, or any accompanying prospectus supplement. You should rely only on the information contained in this prospectus. Neither we nor the selling shareholder have authorized anyone to provide you with additional or different information from that contained in this prospectus. We and the selling shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus is accurate only as of any date on the front cover of this prospectus regardless of the time of delivery of this prospectus, or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. The Resale Shares are being offered to sell, and offered to buy only in jurisdictions where offers and sales are permitted. We have not taken any action to permit a public offering of our Subordinate Voting Shares or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. References herein to “MedMen Enterprises”, “MedMen” or the “Company”, “we”, “us” or “our” refer to MedMen Enterprises Inc. and its subsidiaries. In this prospectus, currency amounts are stated in U.S. dollars (“$”), unless specified otherwise. All references to C$ are to Canadian dollars. 1 Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROSPECTUS SUMMARY This summary highlights information contained throughout this prospectus. This summary does not contain all of the information that should be considered before investing in our securities. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our securities discussed in this prospectus. Investors should read the entire prospectus carefully. See “Risk Factors” beginning on page 10 of this prospectus. OVERVIEW General MedMen is a cannabis retailer based in the U.S. with flagship locations in Los Angeles, Las Vegas, Chicago, and New York. MedMen offers a robust selection of high-quality products, including MedMen-owned brands [statemade], LuxLyte, and MedMen Red through its premium retail stores and proprietary delivery service, as well as curbside and in-store pick up. The Company currently operates 22 store locations across California (12), Florida (5), Nevada (3), Illinois (1), and Arizona (1), and four retail locations located within the state of New York were classified as discontinued operations. The Company’s retail stores are located in strategic locations across key cities and neighborhoods in each of its markets. The Company has plans to open additional retail stores over the next twelve months, including, but not limited to the following cities: ● San Francisco, CA ● Morton Grove, IL ● Boston, MA ● Newton, MA ● Miami, FL ● Jacksonville, FL ● Orlando, FL ● Deerfield Beach, FL ● Tampa, FL The Company expects to continue strengthening its pipeline of stores through acquisitions, partnerships and applications for new licenses, with a focus on recreational states such as California, Nevada and Illinois and medical states such as Florida. On June 1, 2021, the West Hollywood Business License Commission approved MedMen’s Legacy Medical Business application, which will enable the Company to continue operating its flagship location in West Hollywood both as a medical and adult-use retailer. The Company anticipates receiving its new license in the coming weeks. At its Oak Park, IL retail location, the Company plans to open its expanded retail with an additional 3,332 square feet, bringing the location to a total of 7,732 square feet, and a highly visible street facing storefront.