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): ~~September~~December 2915, 2023

MEDMEN ENTERPRISES INC. ~~(Exact name of registrant as specified in its charter)~~

British Columbia

000-56199

98-1431779

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(Exact name of registrant as specified in its charter)

8740 S Sepulveda Blvd, Suite 105, Los Angeles, California 90045 (Address, including zip code, of principal executive offices)

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

~~Not~~8740 S ~~Applicable~~Sepulveda ~~(Former~~Blvd, ~~name~~Suite 105, ~~or former address~~Los Angeles, ~~if changed since last report.)~~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):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o☐ 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 x ☒

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. o ☐

Item 51.~~02 Departure~~01. ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On December ~~September 25~~15, 2023, subsidiaries of MedMen Enterprises Inc. (the “Company”), ~~appointed~~MMOF ~~Melony~~Vegas ~~Valleau~~Retail, asInc. ~~its~~and ~~Chief~~MMOF ~~Accounting~~Vegas ~~Officer~~Retail 2, ~~effective immediately~~Inc., ~~Melony~~entered ~~Valleau,~~into ~~55,~~an ~~joined~~Asset Purchase and Sale Agreement (the ~~Company~~“Arizona ~~from~~Agreement”) ~~BAR~~with ~~Education~~Retail Facilities Operations NV, LLC, ~~Inc.~~and MME Retail Management, LLC, a ~~post-secondary~~subsidiary ~~education~~of ~~institution~~the Company, ~~where~~entered ~~she~~into ~~served~~an asAssignment ~~Chief~~Agreement ~~Financial~~(the ~~Officer~~“Nevada ~~from~~Agreement” and ~~August~~together ~~2022~~with tothe ~~September~~Arizona ~~2023~~Agreement, the “Agreements”) with Retail Facilities Operations AZ, LLC. ~~Prior~~Retail toFacilities ~~that~~Operations AZ, ~~from~~LLC ~~January~~and ~~2020~~Retail toFacilities ~~September~~Operations ~~2022~~NV, ~~Ms.~~LLC ~~Valleau~~are ~~served~~affiliate asof ~~Controller~~Mint atCannabis ~~Stem~~(“MINT ~~Holdings~~Cannabis”), ~~Inc.,~~ a ~~vertically~~private ~~integrated~~ multi-state cannabis ~~company.~~operator ~~From~~headquartered ~~March~~in ~~2017~~Arizona. Pursuant to ~~January~~the ~~2020~~Agreements, ~~Ms.~~the ~~Valleau~~Company ~~was~~has agreed to sell its non-core business operations in Arizona and certain assets in Nevada for total consideration comprising a ~~sole~~minimum ~~practitioner~~of atan ~~MAMB~~aggregate ~~Enterprises,~~of ~~Inc~~$24.0 million of cash, awhich is ~~company~~subject ~~that~~to ~~provides~~certain ~~accounting~~tax liability, net working capital and ~~advisory~~other ~~services~~adjustments, and ~~from~~short-term ~~February~~seller ~~2010~~notes toin ~~February~~the ~~2017~~principal amount of $5.5 million, ansubject ~~Audit~~to ~~Manager~~certain attax ~~Hinkle~~liability adjustment, ~~Richter~~and &the ~~Rhine,~~assumption ~~LLP~~of certain liabilities. In particular, athe ~~public~~transactions comprise ~~accounting~~of ~~firm.~~the Mssales of the Company’s wholly-owned operating subsidiary in Arizona and its two operating dispensaries located in Clark County in Nevada. ~~Valleau~~These ~~holds~~sales aare ~~Bachelor~~the result of the Company’s ~~Degree~~previously inannounced ~~Accounting~~strategic ~~from~~review ~~Florida~~and ~~State~~evaluation ~~University~~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.

InItem ~~connection with Ms~~7.01 ~~Valleau’s~~Regulation ~~appointment~~FD ~~as Chief Accounting Officer, Ms~~Disclosure. Valleau and the Company entered into an employment letter, pursuant to which Ms. Valleau will receive (i) an annual base salary of $230,000, and (ii) a sign-on equity bonus in an amount equal to $150,000 worth of Restricted Stock Units based on the average of the trailing ten days closing price of the Class B Subordinate Voting Shares of the Company as of the start date of her employment (the “Start Date”), vesting annually from the Start Date in equal installment over three years. In addition, Ms. Valleau will be eligible to participate in the Company’s 2021 Employee Equity Bonus Program starting in 2024. Ms. Valleau employment is on an at-will basis.

~~Other~~On December ~~than~~20, ~~as described herein~~2023, ~~there~~the ~~are~~Company noissued ~~arrangements~~a orpress ~~understandings~~release ~~between~~announcing ~~Ms.~~the ~~Valleau~~events ~~and~~described ~~any~~in ~~other~~Item ~~person~~1.01 ~~pursuant to which she was appointed to serve as Chief Accounting Officer and Ms~~above. ~~Valleau~~A ~~does~~copy ~~not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a)~~ of ~~Regulation~~the ~~S-K.~~press ~~There~~release is ~~are~~attached nohereto ~~family~~as ~~relationships~~Exhibit ~~between Ms~~99.1 ~~Valleau~~ and ~~any~~is ~~director~~hereby orincorporated ~~executive~~herein ~~officer~~by ~~of the Company~~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: September 29, 2023			MEDMEN ENTERPRISES INC.
Dated: December 21, 2023	MEDMEN ENTERPRISES INC.
				/s/ Amit Pandey
		/s/ Kimble Cannon
	By:	Kimble Cannon	~~By:~~	~~Amit Pandey~~
	Its:	General Counsel & Corporate Secretary	~~Its:~~	~~Chief Financial Officer~~

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