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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): |
February 15, 2022 |
MEDMEN ENTERPRISES INC.
_____________________________________________________
(Exact name of registrant as specified in its charter)
| British
Columbia A1 |
|
000-56199 |
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98-1431779 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
10115 Jefferson Boulevard, Culver City, CA 90232
(Address, including
zip code, of principal executive offices)
| Registrant’s telephone number, including area code |
(424) 330-2082 |
(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 |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 15, 2022, MedMen Enterprises Inc. (the “Company”)
appointed Ana Bowman as Chief Financial Officer effective February 22, 2022. Ana Bowman, 53, was Vice President, Financial Reporting and
FP&A at Tilray Brands, Inc., (Nasdaq: TLRY), a global cannabis lifestyle and consumer packaged goods company, since April 2021, previously
serving as Global Controller since April 2020. Prior to that, from September 2015 to April 2020, Ms. Bowman was Controller at Omeros Corporation,
(Nasdaq: OMER), a biopharmaceutical company. Ms. Bowman received a BA in Business Administration, Accounting from the University of Washington.
As compensation for Ms. Bowman’s services, she will receive an annual salary of $275,001 and will participate in the Company’s
2020 Employee Bonus Program (the “Program”) which, unless otherwise determined by the Compensation Committee (the “Committee”)
of the Board of Directors, in its sole discretion, any performance bonuses granted under the Program shall be comprised of 80% restricted
stock units (RSUs) and 20% stock options (herein referred to as the “Awards”) granted pursuant to the Company’s
2018 Stock and Incentive Plan. The value of the Awards granted under the Program will equal up to 100% of Ms. Bowman’s applicable
salary and may be subject to change only upon approval by the Committee in its sole discretion. Additionally, in the event a change of
control of the Company any unvested stock Awards outstanding on the date of the change of control will immediately vest. Furthermore,
if during the 12-month period commencing on the date of the change of control, the Company terminates Ms. Bowman without cause or Ms.
Bowman initiates a termination of employment by resigning for good reason (reduction in compensation or material change in duties and
responsibilities), Ms. Bowman shall receive six (6) months of her base salary at the time of employment termination.
Other than as described herein, there are no arrangements or understandings
between Ms. Bowman and any other person pursuant to which she was appointed to serve as Chief Financial Officer and Ms. Bowman does not
have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K. There are no family relationships between Ms. Bowman and any director or executive officer of the Company.
On February 15, 2022, Reece Fulgham gave notice of his resignation as interim Chief
Financial Officer effective February 22, 2022. Mr. Fulgham’s resignation was not the result of any disagreements with the Company
on any matters relating to its operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On February 18, 2022, the Company issued a press release, which is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is 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 8.01 Other Events.
The Company filed on SEDAR a Notice of Meeting and Record Date that
its annual and special meeting of shareholders will occur on April 20, 2022 (the “Annual Meeting”) with a record date
of March 4, 2022. The Company anticipates that it will furnish proxy materials to its shareholders in connection with the Annual Meeting
beginning on or about March 21, 2022. The time and location of the Annual Meeting will be as set forth in the Company’s definitive
proxy statement for the Annual Meeting. Under Rule 14a-8 of the Exchange Act, a shareholder proposal to be included in the proxy statement
and proxy card for the 2022 annual meeting pursuant to Rule 14a-8 must be received by the Corporate Secretary at MedMen Enterprises Inc.,
10115 Jefferson Boulevard Culver City, California 90232, a reasonable time before the Company begins to print and send out proxy materials
for such 2022 annual meeting. The Company has determined March 4, 2022 to be a reasonable time before it expects to begin to print and
distribute its proxy materials prior to the 2022 annual meeting. The March 4, 2022 deadline also will apply in determining whether notice
of a shareholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)
of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: February 22, 2022 |
|
MEDMEN ENTERPRISES INC. |
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/s/ Michael Serruya |
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By: Michael Serruya |
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Its: Chief Executive Officer |
Exhibit 10.1
MM Enterprises USA, LLC dba MedMen
10115 Jefferson Blvd, Culver
City, CA 90232
February 14th, 2022 Dear Ana Bowman,
MM Enterprises USA, LLC dba MedMen (“the Company”),
is pleased to extend an offer of Full-Time employment to you for the position of Chief Financial Officer. This is a permanently remote
location position with travel as needed. This is an exempt position. In your capacity as Chief Financial Officer, you will be reporting
to the Chief Executive Officer and you will perform duties and responsibilities that are reasonable and consistent with your position
as may be assigned to you from time to time
This is an exempt position. In your capacity as Chief Financial
Officer, you will be reporting to the Chief Executive Officer and you will perform duties and responsibilities that are reasonable and
consistent with your position as may be assigned to you from time to time.
Your estimated start date will be February 22nd,
2022 with your offer of at-will employment being conditional upon successful completion of certain requirements, as explained in this
letter. Your employment is subject to the terms and conditions set forth in this letter, which override anything communicated to you during
your interview or as part of any other communication, about your employment with the Company.
Compensation. As compensation for your services,
you will be paid $275,001.00, which you will receive in the amount of $10,576.92 per pay period, subject to all withholdings and deductions
as required by law and paid on a bi-weekly basis. In addition to your compensation, the Company will also provide the following:
Benefits. MedMen provides 12 vacation days, 6
paid sick days, 11 paid holidays, medical, dental and vision insurance through Anthem Blue Cross Blue Shield, and an employee/patient
discount. Details on these benefits, including eligibility, use, and accrual can be found in the Employee Handbook.
Your start date and this offer are contingent upon:
| 1. | Verification of your right to work in the United States,
as shown by your completion of the Form I-9 upon hire and your submission of acceptable documentation (as noted on the Form I-9) verifying
your identity and work authorization within three days of starting employment. |
| 2. | Satisfactory completion of a background check and drug test. |
| 3. | If required by regulations for your work site, satisfactory
completion of the state’s Registered Agent Card application, which includes a separate background check run by the state. |
Please look for an email with the subject line “MedMen
- Time-Sensitive Background Check Instructions.” Shortly after signing the offer letter.
Adherence to Company Policies. You agree to
abide by and will be subject to all applicable employment and other polices of the Company as outlined in the Employee Handbook and elsewhere.
This includes our Alcohol & Drug Policy.
Separation of Employment Relationship.
You and the Company agree that either you or the Company may end the employment relationship, at will, at any time, with or without cause.
Nothing in this letter or in the Company's policies or procedures are intended to change the at-will nature of our relationship.
In the Event of a Change of Control: In the
event a change of control of the Company any unvested stock awards outstanding on the date of the change of control will immediately vest.
Additionally, if during the 12-month period commencing on the date of the change of control, the Company terminates Ana without cause
or Ana initiates a termination of employment by resigning for good reason (reduction in compensation or material change in duties and
responsibilities), Ana shall receive six (6) months of her base salary at the time of employment termination.
By accepting this offer, you confirm that you are able to accept
this job and carry out the work involved without breaching any legal restrictions on your activities, such as restrictions imposed by
a current or former employer. You also confirm that you will inform the Company about any such restrictions and provide the Company with
as much information about them as possible, including copies of any agreements between you and your current or former employer describing
any restrictions on your activities.
You further confirm that you will not remove or copy any documents
or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without
written authorization from your current or former employer, nor will you use or disclose any such confidential information during the
course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information,
discuss those questions with your current or former employer before removing or copying any documents or information.
We are excited about the prospect of your
joining our team. If you wish to accept this offer, please sign below and return this letter within three (3) days. This offer is open
for you to accept for three (3) days from the date of this letter, at which time it will be deemed to be withdrawn.
We look forward to you joining MedMen!
Sincerely,
/s/ Michael Serruya
Michael Serruya
Chief Executive Officer
MM Enterprises USA, LLC dba MedMen
| Employee Acceptance of Job Offer |
| |
| /s/ Ana Bowman |
| Employee signature |
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Date |
| Ana Bowman |
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Feb 16, 2022 |
| Printed Name |
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Exhibit 99.1
MedMen
Announces Ana Bowman as Permanent CFO
02/18/2022
LOS ANGELES--(BUSINESS WIRE)-- MedMen Enterprises Inc. (“MedMen”
or the “Company”) (CSE: MMEN) (OTCQX: MMNFF), a premier cannabis retailer with operations across the United States, today
announced the appointment of Ana Bowman as Chief Financial Officer, effective February 22, 2022. Bowman succeeds outgoing interim CFO
Reece Fulgham, who will be returning to consulting firm SierraConstellation Partners.
Bowman brings years of cannabis industry expertise, having served as
Vice President of Financial Reporting and FP&A of Tilray Brands (Nasdaq: TLRY; TSX: TLRY), a leading global cannabis lifestyle and
consumer packaged goods company. Prior to joining Tilray, Bowman served as Corporate Controller of several publicly-traded U.S. registrants,
following an exit from the world of big four public accounting.
“We are excited to have Ana join as our permanent CFO —
bringing with her significant financial expertise from her time at Tilray and large public accounting and auditing firms, including Ernst
& Young and Deloitte,” said Michael Serruya, MedMen’s Chairman and CEO. “We also want to thank Reece for stepping
in as our interim CFO and wish him well in his future endeavors.”
ABOUT MEDMEN:
MedMen is a premier American cannabis retailer with an operational
footprint in California, Nevada, Illinois, Arizona, Massachusetts, and Florida. MedMen offers a robust selection of high-quality products,
including MedMen-owned brands MedMen Red and LuxLyte through its premium retail stores, proprietary delivery service, as well as curbside
and in-store pickup. MedMen Buds, an industry-first loyalty program, provides exclusive access to promotions, product drops and content.
MedMen believes that a world where cannabis is legal and regulated is safer, healthier, and happier. Learn more about MedMen at www.medmen.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220218005545/en/
MedMen Media Contact:
Lisa Weser
MedMen@Trailblaze.co
MedMen Investor Relations Contact:
Investors@MedMen.com