UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| British Columbia | ||||
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 22, 2022, MedMen Enterprises Inc. (the “Company”), through its wholly-owned subsidiary MME Florida LLC and its subsidiary, MM Enterprises USA, Inc., closed the sale to Florida-based private company, Green Sentry Holdings, LLC (“Green Sentry”), of substantially all of the Company’s Florida-based assets, including its license, dispensaries, inventory and cultivation operations, and assumption of certain liabilities. The consideration received by the Company is comprised of $63 million in cash and the assumption of approximately $4 million in liabilities by Green Sentry. The Company consummated the transaction pursuant to the terms of the Asset Purchase Agreement, dated February 27, 2022, as amended by the First Amendment, dated July 31, 2022, and the Second Amendment, dated August 22, 2022, which Second Amendment amended the purchase price and provided that $40 million of the purchase price be applied to the repayment of the Company’s Senior Secured Term Loan Facility in several installments. The amendments to the Asset Purchase Agreement also provide for a deferred rent escrow of approximately $550,000 from the purchase price. The deal also includes the license of the Company’s trademarks in the state.
| Item 7.01 | Regulation FD Disclosure. |
On August 22, 2022, the Company issued a press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and hereby furnished pursuant to this Item 7.01.
The information disclosed 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 of 1933, as amended, 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. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 10.1 | First Amendment to Asset Purchase Agreement dated July 31, 2022 among MME Florida, LLC, MM Enterprises USA, LLC, and Green Sentry Holdings, LLC. | |
| 10.2 | Second Amendment to Asset Purchase Agreement dated August 22, 2022 among MME Florida, LLC, MM Enterprises USA, LLC, and Green Sentry Holdings, LLC. | |
| 99.1 | Press Release dated August 22, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Dated: August 26, 2022 | MEDMEN ENTERPRISES INC | |
| /s/ Ana Bowman | ||
| By: | Ana Bowman | |
| Its: | Chief Financial Officer | |
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