1-A: Item 1. Issuer Information
1-A: Item 2. Issuer Eligibility
1-A: Item 3. Application of Rule 262
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One Year
None

Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Warrants to purchase Shares |
| (2) Total Amount of such securities issued | 6682567 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Pursuant to Third Amended & Restated Securities Purchase Agreement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 8021593 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Shares issued pursuant to Sixth Modification to Senior Secured Commercial Loan Agreement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 714356 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Director Fees |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 98118 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Vendor settlement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 1455415 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Vendor settlement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 4182730 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | acquisition of EBA Holdings, Inc. |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 2214865 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Vendor Settlement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Class B Subordinate Voting Shares |
| (2) Total Amount of such securities issued | 746269 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | Settlement |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Units for Shares and Warrants |
| (2) Total Amount of such securities issued | 3125000 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | $10,000,000 at $0.32 per unit |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | MedMen Enterprises Inc. |
| (b)(1) Title of securities issued | Units for Shares and Warrants |
| (2) Total Amount of such securities issued | 50000000 |
| (3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof. | $16,054,000 at $0.32 per unit |
| (2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Act
| (d) Indicate the section of the Securities Act or
Commission rule or regulation relied upon for exemption from the
registration requirements of such Act and state briefly the facts
relied upon for such exemption
| Section 4(a)(2) and Regulation D |