SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2021-03-08 SEC Accession No. 0001477932-21-001299 (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: S-1 | Act: 33 | File No.: 333-253980 | Film No.: 21721362 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 As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDMEN ENTERPRISES INC. (Exact name of registrant as specified in its charter) British Columbia 5912 98-1431779 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 10115 Jefferson Boulevard Culver City, CA 90232 (424) 330-2082 (Address and telephone number of registrant’s principal executive offices) Reece Fulgham Chief Financial Officer 10115 Jefferson Boulevard Culver City, CA 90232 (424) 330-2082 (Name, Address and Telephone Number of Agent for Service) Copy to: Thomas J. Poletti, Esq. Katherine J. Blair, Esq. Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor Costa Mesa, CA 92646 (714) 312-7500 (Approximate date of commencement of proposed sale to the public) As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☒ CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Offering Aggregate Amount of Amount to be Price per Offering Registration Title of Securities to be Registered Registered (1) Share Price Fee Class B Subordinate Voting Shares (2) 37,383,208 $ 0.35(3) $ 13,016,231.32 $ 1,420.07 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Class B Subordinate Voting Shares issuable upon exercise of warrants 174,595,005 $ 0.25(4) $ 43,648,751.25 $ 4,762.08 Class B Subordinate Voting Shares issuable upon conversion of convertible notes 32,132,350 $ 0.20(5) $ 6,426,470.07 $ 701.13 Total $ 6,883,28 (1) This Registration Statement includes an indeterminate number of additional Class B Subordinate Voting Shares issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of Class B Subordinate Voting Shares. In the event of a stock split, stock dividend or similar transaction involving our Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). (2) Represents Class B Subordinate Voting Shares registered for resale by the selling shareholders named in this prospectus. (3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of an assumed price of $0.35 per share, which is the average of the high (C$0.51) and low (C$0.44) prices of the Registrant’s Class B Subordinate Voting Shares in Canadian dollars (“C$”) as reported on the Canadian Securities Exchange on March 4, 2021, which date is within five business days prior to filing this registration statement, and as converted from Canadian dollars to United States dollars based on the foreign exchange rate (1.2637) as published by the Bank of Canada on March 4, 2021. (4) In accordance with Rule 457(g) of the Securities Act, based upon the weighted average exercise price per share of Class B Subordinate Voting Shares issuable upon exercise of warrants. (5) In accordance with Rule 457(g) of the Securities Act, based upon the weighted average conversion price per share of Class B Subordinate Voting Shares issuable upon conversion of convertible notes. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED March 5, 2021 PRELIMINARY PROSPECTUS MEDMEN ENTERPRISES INC. 244,110,563 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 244,110,563 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 37,383,208 Subordinate Voting Shares, 174,595,005 Subordinate Voting Shares issuable upon exercise of warrants, and 32,132,350 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 stockholders. 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 March 4, 2021 was C$0.46 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 March 4, 2021 was $0.37 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.