Asfiled with the Securities and Exchange Commission on October 15, 2021

RegistrationNo. 333-           

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER 

THESECURITIES ACT OF 1933

MEDMENENTERPRISES INC.

(Exactname of registrant as specified in its charter)

(Addressand telephone number of registrant’s principal executive offices)

(Name,Address and Telephone Number of Agent for Service)

Copyto:

KatherineJ. Blair, Esq. 

Manatt,Phelps & Phillips, LLP

2049Century Park East, Suite 1700

LosAngeles, CA 90067

(714)312-7500

(Approximatedate of commencement of proposed sale to the public) As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany 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.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

CALCULATIONOF REGISTRATION FEE

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effectiveon such date as the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesecurities and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale of thesesecurities is not permitted.

SUBJECTTO COMPLETION, DATED OCTOBER 15, 2021

PRELIMINARYPROSPECTUS

MEDMENENTERPRISES INC.

2,856,324,771Class B Subordinate Voting Shares

Thisprospectus relates the offer and sale or other disposition from time to time of up to an aggregate of 2,856,324,771 Class B SubordinateVoting Shares (the “Subordinate Voting Shares”) of MedMen Enterprises Inc. by the selling shareholders named in thisprospectus, (together with their respective donees, transferees or other successors in interest, referred to as the “sellingshareholders”), which consists of the following (collectively, the “Resale Shares”):

Registrationof the Resale Shares does not mean that the selling shareholders will actually offer or sell any of these shares.

Wewill 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 and the Short-Term Subscription Right exercised for cash. To the extent that we receive cashupon exercise of any warrants or the Short-Term Subscription Right, we expect to use that cash for working capital and general corporatepurposes.

Theselling shareholders or their transferees may, from time to time, sell, transfer or otherwise dispose of any or all of their SubordinateVoting Shares or interests in Subordinate Voting Shares on any stock exchange, market or trading facility on which the shares are tradedor in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices relatedto 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 ofregistration incurred in connection with this offering, except any underwriting discounts and commissions incurred by the selling shareholders.

Our Subordinate Voting Shares trade on the CanadianSecurities Exchange (“CSE”) under the symbol “MMEN”. The closing sales price of our Subordinate VotingShares on the CSE on October 14, 2021 was C$0.33 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 October 14, 2021 was $0.2709 per share.

Weare an “emerging growth company”, as defined under the federal securities laws and, as such, we may continue to elect tocomply with certain reduced public company reporting requirements in future reports. Certain implications of being an “emerginggrowth company” are described on page 3 of this prospectus.

Investingin our Subordinate Voting Shares involves a high degree of risk. You should refer to the discussion of risk factors, beginning onpage 9 of this prospectus.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thisprospectus is dated              , 2021

Tableof Contents

RISKFACTORS

Summaryof Risks Associated with Our Business

Ourbusiness is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in our SubordinateVoting Shares. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this riskfactor summary; and other risks we face, can be found below under the heading “Risk Factors” and should be carefully considered,together with other information in this prospectus and our other filings with the SEC, before making a decision to invest in our SubordinateVoting Shares. These risks include, among others, the following:

RegulatoryRisks Associated With Our Business

RisksRelated to Macro-Economic Conditions

RisksRelated to Financial and Business Matters

RisksRelated to Our Intellectual Property and Information Technology

AdditionalRisks Related to Legal and Regulatory Matters

RisksAssociated with the Securities of the Company

RISKFACTORS

Therisks and uncertainties described below could materially and adversely affect our business, financial condition and results of operationsand could cause actual results to differ materially from our expectations. The risk factors described below include the considerablerisks associated with the current economic environment and the related potential adverse effects on our financial condition and resultsof operations. You should read these risk factors in conjunction with “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and our Consolidated Financial Statements and related notes for the fiscal year ended June26, 2021 included in this prospectus. There also may be other factors that we cannot anticipate or that are not described in this prospectusgenerally because we do not currently perceive them to be material. Those factors could cause results to differ materially from our expectations.

REGULATORYRISKS ASSOCIATED WITH OUR BUSINESS

Cannabiscontinues to be a Controlled Substance under the United States Federal Controlled Substances Act and the operations of the Company maybe deemed to be criminal in nature and/or subject the Company to substantial civil penalties.

MedMenboth directly and indirectly engages in the medical and adult-use marijuana industry in the United States where local state law permitssuch activities. Investors are cautioned that in the United States, cannabis is largely regulated at the state level. Currently, in theUnited States, 37 states, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands have legalized medical cannabis, and18 states, in addition to the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam, have legalized cannabisfor recreational purposes or “adult-use”. Notwithstanding the permissive regulatory environment of cannabis at the statelevel, cannabis continues to be categorized as a controlled substance under the CSA and as such, cultivation, distribution, sale andpossession of cannabis violates federal law in the United States. The inconsistency between federal and state laws and regulations isa major risk factor.

Atthis time it is uncertain what policies the current President or Attorney General will take regarding the enforcement of federal cannabislaws. Although, the Attorney General has indicated he would deprioritize enforcement of low-level cannabis crimes such as possession,it is not yet known whether the Department of Justice under President Biden and Attorney General Garland will re-adopt the United StatesDepartment of Justice Memorandum drafted by former Deputy Attorney General James Michael Cole in 2013 (the “Cole Memo”),which offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutionsregarding marijuana in all states. Due to the fact the leadership of the DOJ has changed and has not therefore introduced policies regardingthe enforcement of the federal cannabis laws, there can be no assurance that the federal government will not seek to prosecute casesinvolving cannabis businesses that are otherwise compliant with state law.

Federallaw pre-empts state law in these circumstances, so that the federal government can assert criminal violations of federal law despitestate law. The level of prosecutions of state-legal cannabis operations is entirely unknown, and the current administration and DOJ hasnot articulated a policy regarding state legal cannabis. If the Department of Justice policy were to be to aggressively pursue financiersor equity owners of cannabis-related business, and United States Attorneys followed such Department of Justice policies through pursuingprosecutions, then we could face (i) seizure of its cash and other assets used to support or derived from its cannabis subsidiaries;and (ii) the arrest of its employees, directors, officers, managers and investors, who could face charges of ancillary criminal violationsof the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permittedcultivators, processors, distributors, and/or retailers of cannabis. Additionally, as has recently been affirmed by U.S. Customs andBorder Protection, employees, directors, officers, managers and investors of MedMen who are not U.S. citizens face the risk of beingbarred from entry into the United States for life.

Ifthe new Administration and Attorney General do not adopt a policy incorporating some or all of the policies articulated in the Cole Memo,then the Department of Justice or an aggressive federal prosecutor could allege that we and our Board and, potentially our shareholders,“aided and abetted” violations of federal law by providing finances and services to its operating subsidiaries. Under thesecircumstances, it is possible that a federal prosecutor could seek to seize our assets, and to recover the “illicit profits”previously distributed to shareholders resulting from any of the foregoing financing or services. In these circumstances, our operationswould cease, MedMen shareholders may lose their entire investment and directors, officers and/or MedMen shareholders may be left to defendany criminal charges against them at their own expense and, if convicted, be sent to federal prison.

Violationsof any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlementsarising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but notlimited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on MedMen,including our reputation and ability to conduct business, its holding (directly or indirectly) of medical and adult-use cannabis licensesin the United States, the listing of our securities on the CSE or other applicable exchanges, our capital, financial position, operatingresults, profitability or liquidity or the market price of our listed securities.

Overall,an investor’s contribution to and involvement in MedMen’s activities may result in federal civil and/or criminal prosecution,including forfeiture of his, her or its entire investment.

TheRohrabacher-Farr Amendment may not be Renewed Potentially Resulting in DOJ Enforcement Activities Against Entities in the Cannabis Industry.

TheRohrabacher-Farr Amendment, prohibits the DOJ from spending funds appropriated by Congress to enforce the tenets of the CSA against themedical cannabis industry in states which have legalized such activity. On December 27, 2020, the amendment was renewed through the signingof the fiscal year 2021 omnibus spending bill and is effective through September 30, 2021. There can be no assurance that the federalgovernment will not seek to prosecute cases involving medical cannabis businesses that are otherwise compliant with state law. Such potentialproceedings could involve significant restrictions being imposed upon the Company or third parties, while diverting the attention ofkey executives. Such proceedings could have a material adverse effect on the Company, even if such proceedings were concluded successfullyin favor of the Company.

Ourbusiness is highly regulated and dependent in large part on the ability to obtain or renew government permits and licenses for our currentand contemplated operations, of which there can be no assurance.

Ourbusiness is subject to a variety of laws, regulations and guidelines relating to the cultivation, manufacture, management, transportation,storage, sale and disposal of marijuana, including laws and regulations relating to health and safety, the conduct of operations andthe protection of the environment. Achievement of our business objectives are contingent, in part, upon compliance with applicable regulatoryrequirements and obtaining all requisite regulatory approvals. Changes to such laws, regulations and guidelines due to matters beyondour control may cause material adverse effects to our business operations.

Weare required to obtain or renew government permits and licenses for our current and contemplated operations. Obtaining, amending or renewingthe necessary governmental permits and licenses can be a time-consuming process potentially involving numerous regulatory agencies, involvingpublic hearings and costly undertakings on our part. The duration and success of our efforts to obtain, amend and renew permits and licensesare contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by therelevant permitting or licensing authority and planning and zoning requirements with respect to our locations. We may not be able toobtain, amend or renew permits or licenses that are necessary to our operations. In August 2020, we received a notice from the City ofPasadena that a determination was made that there had been a material change in ownership and/or management of MedMen such that the initialapplication was no longer valid, resulting in losing the right to proceed through the cannabis permitting process in Pasadena. In response,we filed a lawsuit challenging the city’s determination. Any unexpected delays or costs associated with the permitting and licensingprocess could impede our ongoing or proposed operations. To the extent necessary permits or licenses are not obtained, amended or renewed,or are subsequently suspended or revoked, we may be curtailed or prohibited from proceeding with its ongoing operations or planned developmentand commercialization activities. Such curtailment or prohibition may result in a material adverse effect on our business, financialcondition, results of operations or prospects.

Whilecompliance controls have been developed to mitigate the risk of any material violations of any license or certificate we hold, thereis no assurance that our licenses or certificates will be renewed by each applicable regulatory authority in the future in a timely manner.Any unexpected delays or costs associated with the licensing renewal process for any of the licenses or certificates held by MedMen couldimpede our ongoing or planned operations and have a material adverse effect on our business, financial condition, results of operationsor prospects.

Wemay become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agencyproceedings, investigations, audits, and other contingencies could harm our reputation, require us to take, or refrain from taking, actionsthat could harm our operations or require us to pay substantial amounts of funds, harming its financial condition. There can be no assurancethat any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversionof management’s attention and resources or have a material adverse impact on our business, financial condition, results of operationsor prospects.

Publicopinion and perception may significantly influence government policy and regulation of the cannabis industry, which could have a materialadverse effect on our business, results of operations and prospects.

Governmentpolicy changes or public opinion may also result in a significant influence over the regulation of the cannabis industry in the UnitedStates, Canada or elsewhere. Public opinion and support for medical and adult-use marijuana has traditionally been inconsistent and variesfrom jurisdiction to jurisdiction. While public opinion and support appears to be rising for legalizing medical and adult-use marijuana,it remains a controversial issue subject to differing opinions surrounding the level of legalization (for example, medical marijuanaas opposed to legalization in general). Further, adverse publicity reports or other media attention regarding the safety, efficacy andquality of marijuana in general, or associating the consumption of adult-use and medical marijuana with illness or other negative effectsor events, could have a material adverse effect on our business, results of operations or prospects. There is no assurance that suchadverse publicity reports or other media attention will not arise. A negative shift in the public’s perception of cannabis, includingvaping or other forms of cannabis administration, in the United States, Canada or any other applicable jurisdiction could affect futurelegislation or regulation. Among other things, such a shift could cause state jurisdictions to abandon initiatives or proposals to legalizemedical and/or adult-use cannabis, thereby limiting the number of new state jurisdictions into which we could expand and perception ofnegative health effects from the use of vaporizers to consume cannabis could result in state and local prohibitions on the sale of vapingproducts for an indefinite period of time. Any inability to fully implement our expansion strategy may have a material adverse effecton our business, results of operations or prospects. Among other things, such a shift could also cause states that have already legalizedmedical and/or adult-use cannabis to reevaluate the extent of, and introduce new restrictions on, the permitted activities and permittedcannabis products within their jurisdictions, which may have a material adverse effect on the Company’s business, results of operationsor prospects. Recent medical alerts by the Centers for Disease Control and Prevention (the “CDC”) and state healthagencies on vaping related illness and other issues directly related to cannabis consumption could potentially create an inability tofully implement our expansion strategy or could restrict the products which we sell at our existing operations, which may have a materialadverse effect on our business, results of operations or prospects.

Adverselegal, regulatory or political changes could have a material adverse effect on our current and planned operations.

Thesuccess of our business strategy depends on the legality of the cannabis industry. The political environment surrounding the cannabisindustry in general can be volatile and the regulatory framework remains in flux. Currently, in the United States, 37 states, the Districtof Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands have legalized medical cannabis, and 18 states, in addition to the Districtof Columbia, the Commonwealth of the Northern Mariana Islands, and Guam, have legalized cannabis for recreational purposes or “adult-use”,including the states in which MedMen operates; however, the risk remains that a shift in the regulatory or political realm could occurand have a drastic impact on the industry as a whole, adversely impacting our business, results of operations, financial condition orprospects.

Delaysin enactment of new state or federal regulations could restrict our ability to reach strategic growth targets and lower return on investorcapital. Our strategic growth strategy is reliant upon certain federal and state regulations being enacted to facilitate the legalizationof medical and adult-use cannabis. If such regulations are not enacted, or enacted but subsequently repealed or amended, or enacted withprolonged phase-in periods, our growth targets, and thus, the effect on the return of investor capital, could be detrimental. We areunable to predict with certainty when and how the outcome of these complex regulatory and legislative proceedings will affect its businessand growth.

Further,there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or thatlocal governmental authorities will not limit the applicability of state laws within their respective jurisdictions. If the federal governmentbegins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicablestate laws are repealed or curtailed, our business, results of operations, financial condition and prospects would be materially adverselyaffected. It is also important to note that local and city ordinances may strictly limit and/or restrict the sale of cannabis in a mannerthat will make it extremely difficult or impossible to transact business that is necessary for the continued operation of the cannabisindustry. Federal actions against individuals or entities engaged in the cannabis industry or a repeal of applicable cannabis relatedlegislation could adversely affect us and our business, results of operations, financial condition and prospects.

Weare aware that multiple states are considering special taxes or fees on businesses in the cannabis industry. It is a potential yet unknownrisk at this time that other states are in the process of reviewing such additional fees and taxation. This could have a material adverseeffect upon our business, results of operations, financial condition or prospects. Currently, we have a large outstanding tax liability.For further information, see Note 24, “Provision For Income Taxes and Deferred Income Taxes” to our Consolidated FinancialStatements included in this prospectus.

Thecommercial medical and adult-use cannabis industry is in its infancy and we anticipate that such regulations will be subject to changeas the jurisdictions in which we conduct business matures. We have in place a detailed compliance program headed by our SVP of Legalwho oversees, maintains, and implements the compliance program and personnel. In addition to our robust legal and compliance departments,we also have local regulatory/compliance counsel engaged in every jurisdiction (state and local) in which we operate. Such counsel regularlyprovides legal advice regarding compliance with state and local laws and regulation and our legal and compliance exposures under UnitedStates federal law. Our compliance program emphasizes security and inventory control to ensure strict monitoring of cannabis and inventoryfrom delivery by a licensed distributor to sale or disposal. Additionally, we have created comprehensive standard operating proceduresthat include detailed descriptions and instructions for receiving shipments of inventory, inventory tracking, recordkeeping and recordretention practices related to inventory, as well as procedures for performing inventory reconciliation and ensuring the accuracy ofinventory tracking and recordkeeping. We will continue to monitor compliance on an ongoing basis in accordance with its compliance program,standard operating procedures, and any changes to regulation in the cannabis industry.

Overall,the medical and adult-use cannabis industry is subject to significant regulatory change at the local, state and federal levels. Our inabilityto respond to the changing regulatory landscape may cause us to not be successful in capturing significant market share and could otherwiseharm our business, results of operations, financial condition or prospects.

Weare subject to risk of civil asset forfeiture.

Becausethe cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry which are eitherused in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcementand subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question couldstill be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

Inthe event that any of our operations in the United States were found to be in violation of money laundering legislation or otherwise,such transactions may be viewed as proceeds of crime.

Weare subject to a variety of laws and regulations domestically and in the United States that involve money laundering, financial recordkeepingand proceeds of crime, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Sections 1956 and 1957 of U.S.C. Title18 (the Money Laundering Control Act), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended andthe rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued,administered or enforced by governmental authorities in the United States and Canada.

Banksoften refuse to provide banking services to businesses involved in the cannabis industry due to the present state of the laws and regulationsgoverning financial institutions in the United States. The lack of banking and financial services presents unique and significant challengesto businesses in the marijuana industry. The potential lack of a secure place in which to deposit and store cash, the inability to paycreditors through the issuance of checks and the inability to secure traditional forms of operational financing, such as lines of credit,are some of the many challenges presented by the unavailability of traditional banking and financial services.

InFebruary 2014, the Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) issued a memo (the “FinCENMemo”) providing instructions to banks seeking to provide services to cannabis-related businesses. The FinCEN Memo states thatin some circumstances, it is permissible for banks to provide services to cannabis-related businesses without risking prosecution forviolation of federal money laundering laws. It refers to supplementary guidance that former Deputy Attorney General James M. Cole issuedto federal prosecutors relating to the prosecution of money laundering offenses predicated on cannabis-related violations of the CSA.While the FinCEN Memo has not been rescinded by the Department of Justice at this time, it remains unclear whether the current administrationwill follow its guidelines. Overall, the Department of Justice continues to have the right and power to prosecute crimes committed bybanks and financial institutions, such as money laundering and violations of the Bank Secrecy Act, that occur in any state, includingin states that have legalized the applicable conduct and the Department of Justice’s current enforcement priorities could changefor any number of reasons, including a change in the opinions of the President of the United States or the United States Attorney General.A change in the Department of Justice’s enforcement priorities could result in the Department of Justice prosecuting banks andfinancial institutions for crimes that previously were not prosecuted.

Inthe event that any of our operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruingfrom such operations in the United States were found to be in violation of money laundering legislation or otherwise, such transactionsmay be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrictor otherwise jeopardize our ability to declare or pay dividends or effect other distributions. Furthermore, while there are no currentintentions to declare or pay dividends on the Subordinate Voting Shares in the foreseeable future, in the event that a determinationwas made that our proceeds from operations (or any future operations or investments in the United States) could reasonably be shown toconstitute proceeds of crime, we may decide or be required to suspend declaring or paying dividends without advance notice and for anindefinite period of time.

Thereremains doubt and uncertainty that we will be able to legally enforce contracts we enter into.

Itis a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Because cannabisremains illegal at a federal level, judges in multiple U.S. states have on a number of occasions refused to enforce contracts, includingfor the repayment of money when the loan was used in connection with activities that violate federal law, even if there is no violationof state law. There remains doubt and uncertainty that we will be able to legally enforce contracts we enter into, if necessary. We cannotbe assured that we will have a remedy for breach of contract, which could have a material adverse effect on our business, revenues, operatingresults, financial condition and prospects.

Failureto comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions against us, andcivil or criminal fines or penalties.

Ouroperations are subject to environmental regulation in the various jurisdictions in which we operate. These regulations mandate, amongother things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation,transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will requirestricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposedprojects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees.We cannot provide any assurance that future changes in environmental regulation, if any, will not adversely affect our operations.

Governmentapprovals and permits are currently, and may in the future, be required in connection with our operations. To the extent such approvalsare required and not obtained, we may be curtailed or prohibited from our current or proposed production, manufacturing or sale of cannabisor cannabis products or from proceeding with the development of its operations as currently proposed.

Failureto comply with applicable laws, regulations and permitting requirements may result in enforcement actions against us, including ordersissued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiringcapital expenditures, installation of additional equipment, or remedial actions. We may be required to compensate those suffering lossor damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws orregulations.

Amendmentsto current laws, regulations and permits governing the production, manufacturing or sale of cannabis or cannabis products, or more stringentimplementation thereof, could have a material adverse impact on our business and cause increases in expenses, capital expenditures orproduction or manufacturing costs or reduction in levels of production, manufacturing or sale or require abandonment or delays in development.

SinceSection 280E of the Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances,the Company will be precluded from claiming certain deductions otherwise available to non-marijuana businesses and, as a result, an otherwiseprofitable business may in fact operate at a loss after taking into account its income tax expenses.

Section280E of the United States Internal Revenue Code, as amended (the “Code”), prohibits businesses from deducting certainexpenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the CSA). The United States InternalRevenue Service (the “IRS”) has invoked Section 280E in tax audits against various cannabis businesses in the U.S.that are licensed under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, thescope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permittedto be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions,there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

Overall,under Section 280E of the Code, normal business expenses incurred in the business of selling marijuana and its derivatives are not deductiblein calculating income tax liability. Therefore, we will be precluded from claiming certain deductions otherwise available to non-marijuanabusinesses and, as a result, an otherwise profitable business may in fact operate at a loss after taking into account its income taxexpenses. There is no certainty that the impact that Section 280E has on our margins will ever be reduced.

Ifwe were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to our United Statesoperations, which would materially adversely affect our prospects and on the rights of our lenders and securityholders.

Becausethe use of cannabis is illegal under federal law, many courts have denied cannabis businesses bankruptcy protections, thus making itvery difficult for lenders to recoup their investments in the cannabis industry in the event of a bankruptcy. If we were to experiencea bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to our United States operations, whichcould have a material adverse effect on our business, capital, financial condition and prospects and on the rights of our lenders andsecurityholders.

Ouremerging growth company status allows us certain exemptions from various reporting requirements.

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standardsapply to private companies. We have elected to use this exemption from new or revised accounting standards and, therefore, we will notbe subject to the same new or revised accounting standards as other public companies.

Foras long as we continue to be an emerging growth company, we intend to take advantage of certain other exemptions from various reportingrequirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory voteon executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investorswill find our Subordinate Voting Shares less attractive because we will rely on these exemptions. If some investors find our SubordinateVoting Shares less attractive as a result, then there may be a less active trading market for our Subordinate Voting Shares and our stockprice may be more volatile.

Wewill remain an emerging growth company until the earliest of (i) the last day of the year in which we have total annual gross revenueof $1.07 billion or more; (ii) the last day of the year following the fifth anniversary of the first sale of the common equity securitiespursuant to an effective registration under the Securities Act of 1933, as amended (the “Securities Act”), expectedto be December 31, 2024; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous threeyears; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

RISKSRELATED TO MACRO-ECONOMIC CONDITIONS

Theglobal COVID-19 pandemic has and will continue to have an adverse effect on our results of operations.

TheCOVID-19 pandemic has adversely impacted commercial and economic activity and contributed to significant volatility in the equity anddebt markets in the U.S. The impact of the outbreak continues to develop and many jurisdictions, including the State of California andlocal municipalities, have instituted quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail storesand other public venues. Individual businesses and industries are also implementing similar precautionary measures. Those measures, aswell as the general uncertainty surrounding the dangers and effects of COVID-19, have created significant disruption in supply chainsand economic activity. New strains of the virus have been identified originating in the U.S. and elsewhere. These new strains may havedifferent transmission, morbidity and mortality rates than the original virus, and the COVID-19 vaccines developed to date may not beeffective to provide immunization against new strains of the virus. While the Company has continuously sought to assess the potentialimpact of the pandemic on its financial condition and operating results, any assessment is subject to extreme uncertainty as to probability,severity and duration. The continued spread of the virus globally could result in a protracted world-wide economic downturn, the effectsof which could last for some period after the pandemic is controlled and/or abated and our business, financial condition, results ofoperations and cash flows could be materially adversely affected. The impact of COVID-19 could have the effect of heightening many ofthe other risk factors described herein.

Despitebeing deemed as an essential retailer in its core markets, the Company experienced a negative impact on sales in certain markets as aresult of shelter-at-home orders, social distancing efforts, restrictions on the maximum allowable number of people within a retail establishment,and declining tourism. Revenue for the year ended June 26, 2021 decreased 7% compared to revenue for the year ended June 27, 2020 primarilyas a result of these factors. The overall impact of the COVID-19 pandemic affected the Company’s operations for the majority ofthe current fiscal year compared to the latter four months of the prior fiscal year. The Company experienced decreased sales in certainlocations within California due to reduced foot traffic as a result of business and occupancy restrictions and a slowdown in tourism,resulting in retail revenue in California for the year ended June 26, 2021 to decrease $21.6 million compared to the year ended June27, 2020.

TheCompany has implemented certain safety measures to ensure the safety of its customers and associates, which may have the effect of discouragingshopping or limiting the occupancy of our stores. For the majority of the fiscal year ended June 26, 2021, the Company maintained modifiedstore operations based on Centers for Disease Control and Prevention guidelines and local ordinances which limit in-store traffic forcertain locations and consequently increased focus on direct-to-consumer delivery, including curbside pickup. These measures, and anyadditional measures that have been and may continue to be taken in response to the COVID-19 pandemic, have substantially decreased, andmay continue to decrease, the number of customers that visit our stores which has had, and will likely continue to have, a material adverseeffect on our business, financial condition and results of operations.

TheCOVID-19 pandemic has continued to increase economic uncertainty and has led to disruption and volatility in the global capital markets,which could increase the cost of and accessibility to capital. Given that the COVID-19 pandemic has caused a significant economic slowdown,it appears increasingly likely that it could cause a global recession, which could be of an unknown duration. A global recession wouldhave a significant impact on our ongoing operations and cash flows. There has been a recent spike in the number of reported COVID-19cases, including new variant and strains, in many states where a substantial portion of the Company’s business and operations arelocated. The Company is unable to currently quantify the economic effect, if any, of this increase on the Company’s results ofoperations.

Theultimate magnitude of COVID-19, including the extent of its overall impact on our financial and operational results cannot be reasonablyestimated at this time; however, the Company has experienced declines in sales. The overall impact will depend on the length of timethat the pandemic continues, the extent to which it affects our ability to raise capital, and the effect of governmental regulationsimposed in response to the pandemic, as well as uncertainty regarding all of the foregoing.

Ouroperations and financial condition could be adversely impacted by a material downturn in global financial conditions.

Globalfinancial conditions have historically experienced extreme volatility. Economic shocks may be precipitated by a number of causes, includinga rise in the price of oil, geopolitical instability and natural disasters. Any sudden or rapid destabilization of global economic conditionscould impact our ability to obtain equity or debt financing in the future on terms favorable to us. Additionally, any such occurrencecould cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Further, insuch an event, our operations and financial condition could be adversely impacted.

Furthermore,general market, political and economic conditions, including, for example, inflation, interest and currency exchange rates, structuralchanges in the cannabis industry, supply and demand for commodities, political developments, legislative or regulatory changes, socialor labor unrest and stock market trends will affect our operating environment and its operating costs and profit margins and the priceof its securities. Any negative events in the global economy could have a material adverse effect on our business, financial condition,results of operations or prospects.

RISKSRELATED TO FINANCIAL AND BUSINESS MATTERS

Ourhistorical audited financial statements were prepared on a going concern basis.

Althoughnot applicable to our audited financial statements for the fiscal year ended June 26, 2021, our audited financial statements for thefiscal year ended June 27, 2020 were prepared on a going concern basis under which an entity is considered to be able to realize itsassets and satisfy its liabilities in the ordinary course of business. Generally, our primary sources of capital resources are comprisedof cash and cash equivalents and the issuance of equity and debt securities. We continuously monitor our capital structure and, basedon changes in operations and economic conditions, may adjust the structure by issuing new shares or new debt as necessary. Our abilityto continue to implement our business strategy is dependent on obtaining additional financing, the ability to successfully settle liabilitiesand achieving and maintaining profitable operations. While we have been successful in securing both equity and debt financing from thepublic and private capital markets to date as applicable in Canada, the United States and internationally, there are no guarantees thatwe will be able to continue to secure any such public or private equity or debt financing in the future on terms acceptable to us, ifat all, or be able to achieve profitability. This could in turn have a material adverse effect on our business, financial condition,results of operations, cash flows or prospects.

Asa high growth enterprise, we do not have a history of profitability. As such, we have immediate prospect of generating profit from ourintended operations. We are therefore subject to many of the risks common to high growth enterprises, including under-capitalization,cash shortages, limitations with respect to personnel, financial, and other resources and lack of earnings. In addition, we are currentlyincurring expenditures related to our operating activities that have generated negative operating cash flows. We cannot provide any assurancethat we will generate sufficient revenues in the near future, and we may continue to incur negative operating cash flows for the foreseeablefuture. We cannot provide assurance that we will be successful in achieving a return on shareholders’ investment.

Wewill require additional financing to achieve our business objectives.

Thecontinued development of our business will require additional financing. There is no guarantee that we will be able to achieve our businessobjectives. We intend to fund our business objectives by way of additional offerings of equity and/or debt financing. The failure toraise or procure such additional funds could result in the delay or indefinite postponement of our current business objectives. We cannotprovide any assurance that additional capital or other types of financing will be available if needed or that, if available, will beon terms acceptable to us. If additional funds are raised by offering equity securities or convertible debt, existing shareholders couldsuffer significant dilution. Any debt financing secured in the future could involve the granting of security against our assets and alsocontain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it moredifficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We have completedthe sale and leaseback of certain properties. The reduction in our real estate assets could cause securing any additional debt financingto be more difficult or on less favorable terms to us, such as on higher interest rates, than as otherwise may have been expected. Wewill require additional financing to fund our operations until positive cash flow is achieved. Although we believe that we will be ableto obtain the necessary funding as in the past, there can be no assurance of the success of these plans.

Ourexisting credit facilities impose significant restrictive provisions on our current and planned operations.

Wehave significant outstanding indebtedness further to which our assets and assets of out subsidiaries as well as the ownership interestsof certain of our subsidiaries, have been pledged as security for the obligations thereunder. In addition, the terms and conditions ofour credit facilities contain restrictive covenants that limit our ability to engage in activities that may be in the Company’slong-term best interest. In addition, the terms and conditions thereof contain financial, operational and reporting covenants, and compliancewith the covenants by us may increase our legal and financial costs, make certain activities, such as the payment of dividends or otherdistributions, more difficult or restricted, time-consuming or costly and increase demand on our systems and resources. Our failure tocomply with any such covenants, which may be affected by events beyond our control, could result in an event of default which, if notcured or waived, could result in the acceleration of repayment of our debt or realization on the security granted or trigger cross-defaultor cross-acceleration provisions in any other agreements, including as between agreements pertaining to our existing credit facilities,any of which would have a material adverse effect on our business, capital, financial condition, results of operations, cash flows andprospects.

Wehave incurred substantial indebtedness and may not be able to refinance, extend or repay this indebtedness on a timely basis or at all.

Wehave a substantial amount of existing indebtedness. If we are unable to raise sufficient capital to repay these obligations at maturityand are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurancesthat we will be able to raise the necessary amount of capital to repay these obligations, that any obligations that are convertible willbe converted into equity or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default,the lenders under such debt would have the right to exercise their rights and remedies to collect, which would include the ability toforeclose on the our assets. Accordingly, a default by us would have a material adverse effect on our business, capital, financial conditionand prospects, and we would likely be forced to seek bankruptcy protection.

Wepreviously identified material weaknesses in our internal control over financial reporting and may identify additional material weaknessesin the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.If we fail to remediate any material weaknesses or if we fail to establish and maintain effective control over financial reporting, ourability to accurately and timely report our financial results could be adversely affected.

Ourmanagement is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements in accordance with U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combinationof deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatementof annual or interim financial statements will not be prevented or detected on a timely basis.

Duringthe year ended June 27, 2020, our independent auditors identified a material weakness in our internal control over financial reportingrelating to its assessment of goodwill and long-lived asset for impairment. Plus, in connection with the SEC’s review of our Form10, we determined that we had a material weakness in our internal control over financial reporting relating to the appropriate reviewof the presentation and disclosure of non-routine transactions, including impairments of goodwill and long-lived assets, changes in thefair value of contingent consideration and restructuring expenses. To address these material weaknesses, we have instituted a numberof accounting processes and procedures, which includes (i) formal, documented process to identify, assess and calculate impairment ongoodwill and long-lived assets, and (ii) the preparation of presentation and disclosure requirement checklists to be reviewed by managementfor all new transactions and accounting standards.

Toremediate the material weakness related to the assessment of goodwill and long-lived asset for impairment, we implemented the new controlprocedures for the fiscal year beginning June 28, 2020. Management concluded that these controls were operating effectively as of June26, 2021 and this internal control weakness was considered remediated. To remediate the material weakness related to the financial statementpresentation of non-routine transactions, we implemented additional controls around the review of financial statement presentation anddisclosure for such transactions, including the preparation and review of a quarterly disclosure checklist. Management concluded thatthese controls were operating effectively as of June 26, 2021 and this internal control weakness was considered remediated. The actionswe have taken are subject to continued review, supported by confirmation and testing by management. While we have remediated these materialweaknesses, we may identify additional material weaknesses in the future, which could impair our ability to accurately and timely reportour financial position, results of operations or cash flows.

Furthermore,our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems andto expand, train and manage our employee base. Our inability to deal with this growth may have a material adverse effect on our business,financial condition, results of operations or prospects.

Theidentification of additional material weaknesses in the future, could adversely affect our ability to report financial information, includingour filing of quarterly or annual reports with the SEC on a timely and accurate basis. Moreover, the identification of additional materialweaknesses could prohibit us from producing timely and accurate financial statements, which may adversely affect the market price ofour shares and we may be unable to maintain compliance with exchange listing requirements.

MedMenis a holding company and essentially all of its assets are the capital stock of its material subsidiaries.

MedMenis a holding company and essentially all of its assets are the capital stock of its material subsidiaries. As a result, investors inMedMen are subject to the risks attributable to its subsidiaries. Consequently, our cash flows and ability to complete current or desirablefuture opportunities are dependent on the earnings of our subsidiaries. The ability of these entities to pay dividends and other distributionswill depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capitalstandards be maintained by such entities and contractual restrictions contained in the instruments governing their debt. In the eventof a bankruptcy, liquidation or reorganization of any of our material subsidiaries, holders of indebtedness and trade creditors may beentitled to payment of their claims from the assets of those subsidiaries before MedMen.

Adversepublicity reports or other media attention regarding the safety, efficacy and quality of marijuana in general, or associating the consumptionof adult-use and medical marijuana with illness or other negative effects or events, could have such a material adverse effect on ourresults of operations.

Webelieve the adult-use and medical marijuana industries are highly dependent upon consumer perception regarding the safety, efficacy andquality of the marijuana produced. Consumer perception can be significantly influenced by scientific research or findings, regulatoryinvestigations, litigation, media attention and other publicity regarding the consumption of marijuana products. There can be no assurancethat future scientific research or findings, regulatory investigations, litigation, media attention or other publicity will be favorableto the marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatoryinvestigations, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier researchreports, findings or other publicity could have a material adverse effect on the demand for adult- use or medical marijuana and on ourbusiness, results of operations, financial condition, cash flows or prospects. Further, adverse publicity reports or other media attentionregarding the safety, efficacy and quality of marijuana in general, or associating the consumption of adult-use and medical marijuanawith illness or other negative effects or events, could have such a material adverse effect. There is no assurance that such adversepublicity reports, findings or other media attention will not arise.

Wemay be subject to various product liability claims, including, among others, that the marijuana product caused injury or illness, includeinadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances.

Asa manufacturer and distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liabilityclaims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufactureand sale of marijuana involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination.Previously unknown adverse reactions resulting from human consumption of marijuana alone or in combination with other medications orsubstances could occur. As a manufacturer, distributor and retailer of adult-use and medical marijuana, or in our role as an investorin or service provider to an entity that is a manufacturer, distributor and/or retailer of adult-use or medical marijuana, we may besubject to various product liability claims, including, among others, that the marijuana product caused injury or illness, include inadequateinstructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A productliability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with its clientsand consumers generally, and could have a material adverse effect on our business, results of operations, financial condition or prospects.There can be no assurances that we will be able to maintain product liability insurance on acceptable terms or with adequate coverageagainst potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. Theinability to maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claimscould prevent or inhibit the commercialization of our potential products or otherwise have a material adverse effect on our business,results of operations, financial condition or prospects.

Ifone of our brands were subject to product recalls, the image of that brand and MedMen could be harmed.

Cultivators,manufacturers, distributors and retailers of products are sometimes subject to the recall or return of their products for a variety ofreasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packagingsafety and inadequate or inaccurate labeling disclosure. Such recalls cause unexpected expenses of the recall and any legal proceedingsthat might arise in connection with the recall. This can cause loss of a significant amount of sales. In addition, a product recall mayrequire significant management attention. There can be no assurance that any of our products that we sell will not be the subject ofa product recall, regulatory action or lawsuit. Although we have detailed procedures in place for testing our products, there can beno assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatoryaction or lawsuits. Additionally, if one of our brands were subject to recall, the image of that brand and MedMen could be harmed. Additionally,product recalls can lead to increased scrutiny of operations by applicable regulatory agencies, requiring further management attentionand potential legal fees and other expenses.

Weare subject to those risks inherent in an agricultural business.

Adult-useand medical marijuana are agricultural products. There are risks inherent in the agricultural business, such as insects, plant diseasesand similar agricultural risks. Although the products are usually grown indoors under climate-controlled conditions, with conditionsmonitored, there can be no assurance that natural elements will not have a material adverse effect on the production of our products.

Adult-useand medical marijuana growing operations consume considerable energy, making us potentially vulnerable to rising energy costs. Risingor volatile energy costs may adversely impact our business, results of operations, financial condition or prospects.

Ourbusiness is dependent on suppliers and skilled labor.

Ourability to compete and grow will be dependent on us having access, at a reasonable cost and in a timely manner, to skilled labor, equipment,parts and components. No assurances can be given that we will be successful in maintaining its required supply of skilled labor, equipment,parts and components. It is also possible that the final costs of the major equipment contemplated by our capital expenditure plans maybe significantly greater than anticipated by our management, and may be greater than funds available to us, in which circumstance wemay curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on our business,financial condition, results of operations or prospects.

Weface intense competition from other companies and increasing legalization of cannabis and rapid growth and consolidation in the cannabisindustry may further intensify competition.

Thecannabis industry is undergoing rapid growth and substantial change, and the legal landscape for medical and recreational cannabis israpidly changing internationally. An increasing number of jurisdictions globally are passing legislation allowing for the productionand distribution of medical and/or recreational cannabis in some form or another. Entry into the cannabis market by international competitorsmight lower the demand for our products.

Theforegoing legalization and growth trends in the cannabis industry has resulted in an increase in competitors, consolidation and formationof strategic relationships. Such acquisitions or other consolidating transactions could harm us in a number of ways, including by losingstrategic partners if they are acquired by or enter into relationships with a competitor, losing customers, revenue and market share,or forcing us to expend greater resources to meet new or additional competitive threats, all of which could harm our operating results.As competitors enter the market and become increasingly sophisticated, competition in the cannabis industry may intensify and place downwardpressure on retail prices for products and services, which could negatively impact profitability.

Wealso face intense competition from other companies, some of which have longer operating histories and more financial resources and experiencethan us. We also expect to face additional competition from new entrants. To become and remain competitive, we will require researchand development, marketing, sales and support. We may not have sufficient resources to maintain research and development, marketing,sales and support efforts on a competitive basis which could materially and adversely affect our business, financial condition, resultsof operations or prospects. Increased competition could materially and adversely affect our business, financial condition, results ofoperations or prospects.

Inaddition, the pharmaceutical industry may attempt to dominate the marijuana industry through the development and distribution of syntheticproducts which emulate the effects and treatment of organic marijuana. If they are successful, the widespread popularity of such syntheticproducts could change the demand, volume and profitability of the marijuana industry. This could adversely affect our ability to securelong-term profitability and success through the sustainable and profitable operation of our business. There may be unknown additionalregulatory fees and taxes that may be assessed in the future.

Weare exposed to the risk that our employees, independent contractors and consultants may engage in fraudulent or other illegal activity.

Weare exposed to the risk that our employees, independent contractors and consultants may engage in fraudulent or other illegal activity.Misconduct by these parties could include intentional, reckless and/or negligent unauthorized conduct that violates: (i) government regulations;(ii) manufacturing standards; (iii) federal and provincial healthcare fraud and abuse laws and regulations; (iv) laws that require thetrue, complete and accurate reporting of financial information or data; or (v) contractual arrangements, including confidentiality requirements.It may not always be possible for us to identify and deter misconduct by our employees and other third parties, and the precautions wetake to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting usfrom governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with applicable laws or regulationsor contractual requirements. If any such actions are instituted against us, and it is not successful in defending itself or assertingits rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrativepenalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment ofour operations, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

Certainremedies may be limited.

Ourgoverning documents may provide that the liability of our Board and its officers is eliminated to the fullest extent permitted underthe laws of the Province of British Columbia. Thus, we and our shareholders may be prevented from recovering damages for alleged errorsor omissions made by the members of our Board and its officers. Our governing documents may also provide that we will, to the fullestextent permitted by law, indemnify members of our Board and its officers for certain liabilities incurred by them by virtue of theiracts on behalf of MedMen.

Futurematerial acquisitions or dispositions or strategic transactions.

Materialacquisitions, dispositions and other strategic transactions involve a number of risks, including: (i) potential disruption of our ongoingbusiness, (ii) distraction of management, (iii) we may become more financially leveraged, (iv) the anticipated benefits and cost savingsof those transactions may not be realized fully or at all or may take longer to realize than expected, (v) increasing the scope and complexityof our operations, and (vi) loss or reduction of control over certain of our assets. Additionally, we may issue additional equity interestsin connection with such transactions, which would dilute a shareholder’s holdings in the Company.

Risksassociated with pending transactions.

Ourpending transactions, such as the investment agreement regarding MedMen NY, are subject to certain conditions, many of which are outsideof our control and there can be no assurance that they will be completed, on a timely basis or at all. As a consequence, there is a riskthat one or more of the proposed transactions will not close in a timely fashion or at all. If one or more of the proposed transactionsis not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of havingcompleted such transactions, we will be subject to a number of risks, including, without limitation, (i) we may experience negative reactionsfrom the financial markets, including negative impacts on our stock price, (ii) in the case of a proposed acquisition, we may need tofind an alternative use for any capital earmarked for such proposed acquisitions, (iii) in the case of a proposed disposition, we willnot receive the anticipated proceeds of such disposition and accordingly may not be able to execute on other business opportunities forwhich such proceeds have been earmarked, and (iv) matters relating to proposed transactions will require substantial commitments of timeand resources by our management which would otherwise have been devoted to day-to-day operations and other opportunities that may havebeen beneficial to the Company.

Risksassociated with failure to manage growth effectively.

Ourgrowth has placed and may continue to place significant demands on management and their operational and financial infrastructures. Asour operations grow in size, scope and complexity and as new opportunities are identified and pursued, we may need to increase in scaleour infrastructure (financial, management, informational, personnel and otherwise). In addition, we will need to effectively executeon business opportunities and continue to build on and deploy its corporate development and marketing assets as well as access sufficientnew capital, as may be required. Our ability to successfully execute our growth strategy may redirect our limited resources and requireexpansion of its infrastructure. This will require the commitment of financial, operational and technical resources in advance of anincrease in the volume of business, with no assurance that the volume of business will increase.

Therecan be no assurance that we will be able to respond adequately or quickly enough to the changing demands that its proposed growth planswill impose on management, team members and existing infrastructure, and changes to our operating structure may result in increased costsor inefficiencies that cannot be anticipated. Changes as we grow may have a negative impact on our operations, and cost increases resultingfrom the inability to effectively manage its growth could adversely impact its profitability. In addition, continued growth could alsostrain the ability to maintain reliable service levels for its clients, develop and approve its operational, financial and managementcontrols, enhance its reporting systems and procedures and recruit, train and retain highly-skilled personnel. Failure to effectivelymanage growth could result in difficulty or delays in servicing clients, declines in quality or client satisfaction, increases in costs,difficulties in introducing new products or applications or other operational difficulties, and any of these difficulties could adverselyimpact our business performance and results of operations.

RISKSRELATED TO OUR INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY

Wemay have limited intellectual property protection.

Wepossess certain proprietary intellectual property, including but not limited to brands, trademarks, trade names, patents and proprietaryprocesses. We rely on this intellectual property, know-how and other proprietary information, and require employees, consultants andsuppliers to sign confidentiality agreements. However, these confidentiality agreements may be breached, and we may not have adequateremedies for such breaches. Third parties may independently develop substantially equivalent proprietary information without infringingupon any proprietary technology. Third parties may otherwise gain access to our proprietary information and adopt it in a competitivemanner. Any loss of intellectual property protection may have a material adverse effect on our business, results of operations or prospects.

Aslong as cannabis remains illegal under U.S. federal law as a Schedule I controlled substance pursuant to the CSA, the benefit of certainfederal laws and protections which may be available to most businesses, such as federal trademark and patent protection regarding theintellectual property of a business, may not be available to MedMen. As a result, our intellectual property may never be adequately orsufficiently protected against the use or misappropriation by third parties. In addition, since the regulatory framework of the cannabisindustry is in a constant state of flux, we cannot provide assurance that we will ever obtain any protection of our intellectual property,whether on a federal, provincial, state or local level. While many states do offer the ability to protect trademarks independent of thefederal government, patent protection is wholly unavailable on a state level, and state-registered trademarks provide a lower degreeof protection than would federally-registered marks.

Anyfailure of our information systems or the effect of any cyber-attacks may adversely impact our reputation and results of operations.

Ouroperations depend, in part, on how well we and our suppliers protect networks, equipment, information technology (“IT”)systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, naturaldisasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations alsodepend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expensesto mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increasein capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any suchfailure, adversely impact our reputation and results of operations.

Wehave not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be noassurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated becauseof, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancementof controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorizedaccess is a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify orenhance protective measures or to investigate and remediate any security vulnerabilities.

Inaddition, we collect and store personal information about our customers and are responsible for protecting that information from privacybreaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorizedintrusions. Theft of data for competitive purposes, particularly customer lists and preferences, is an ongoing risk whether perpetratedvia employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach would have a material adverseeffect on our business, financial condition, results of operations and prospects.

ADDITIONALRISKS RELATED TO LEGAL AND REGULATORY MATTERS

Wehave been and may in the future be subject to investigations, civil claims, lawsuits and other proceedings.

Wemay be subject to investigations (regulatory or otherwise), civil claims, lawsuits and other proceedings in the ordinary course of itsbusiness, across the various aspects of our business, including securities, employment, regulatory, intellectual property, commercial,real estate and other matters. The results of any legal proceedings to the which we are or may become subject cannot be predicted withcertainty due to the uncertainty inherent in regulatory actions and litigation, the difficulty of predicting decisions of regulators,judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal disputes can besubstantial, even with claims that have no merit. There can be no assurance that any pending or future litigation, regulatory, agencyor civil proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention andresources.

Thecannabis industry is a new industry, and we are a fast growing and relatively new enterprise. It is therefore more difficult to predictthe types of claims, proceedings and allegations and the quantum of costs related to such claims and proceedings and the direct and indirecteffects of such allegations that we may face or experience. Management is committed to conducting business in an ethical and responsiblemanner, which we believe will reduce the risk of legal disputes and allegations. However, if we are subject to legal disputes or negativeallegations, there can be no assurances that these matters will not have a material adverse effect on our business, financial condition,capital, results of operations, cash flows or prospects. Should any litigation, proceeding or audit in which we become involved be determinedagainst us, such a decision could adversely affect our business, financial condition, capital, results of operations, cash flows or prospectsand the market price for the Subordinate Voting Shares and other listed securities of the Company. Any such litigation, proceeding oraudit may also create a negative perception of our brand.

UnitedStates Tax Classification of the Company.

TheCompany, which is and will continue to be a Canadian corporation as of the date of this prospectus, would be classified as a non-UnitedStates corporation under general rules of United States federal income taxation. Section 7874 of the Code, however, contains rules thatcan cause a non-United States corporation to be treated as a United States corporation for United States federal income tax purposes.

Weintend to be treated as a United States corporation for United States federal income tax purposes under section 7874 of the Code andexpect to be subject to United States federal income tax on our worldwide income. However, for Canadian tax purposes, we will be treatedas a Canadian corporation (as defined in the Tax Act) for Canadian income tax purposes regardless of any application of section 7874of the Code. As a result, we can be subject to taxation both in Canada and the United States which could have a material adverse effecton our financial condition and results of operations.

RISKSASSOCIATED WITH THE SECURITIES OF THE COMPANY

Heightenedscrutiny by securities regulatory authorities in the United States and Canada may impact investors’ ability to transact in theCompany’s securities.

TheCompany’s operations in the United States cannabis market may become the subject of heightened scrutiny by regulators, stock exchanges,clearing agencies and other authorities in Canada. It has been reported by certain publications in Canada that the Canadian Depositoryfor Securities Limited is considering a policy shift that would see its subsidiary, CDS Clearing and Depository Services Inc. (“CDS”),refuse to settle trades for cannabis issuers that have investments in the United States. CDS is Canada’s central securities depository,clearing and settlement hub settling trades in the Canadian equity, fixed income and money markets. CDS or its parent company has notissued any public statement with regard to these reports. On February 8, 2018, following discussions with the Canadian Securities Administratorsand recognized Canadian securities exchanges, CDS signed the CDS Memorandum of Understanding (“MOU”) with The AequitasNEO Exchange Inc., the CSE, the Toronto Stock Exchange, and the TSX Venture Exchange. The MOU outlines the parties’ understandingof Canada’s regulatory framework applicable to the rules and procedures and regulatory oversight of the exchanges and CDS as itrelates to issuers with cannabis-related activities in the United States. The MOU confirms, with respect to the clearing of listed securities,that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there currently is no CDS ban on the clearingof securities of issuers with cannabis -related activities in the United States. However, if CDS were to proceed in the manner suggestedby these publications, and apply such a ban on the clearing of securities of the Company, it would have a material adverse effect onthe ability of the Company’s shareholders to effect trades of shares through the facilities of a stock exchange in Canada, as aresult of which such shares could become highly illiquid.

TheDepositary Trust Company (“DTC”) is the primary depository for securities in the United States. Several major U.S.securities clearing companies that provide clearance, custody and settlement services in the United States terminated providing clearanceservices to issuers in the cannabis industry, including those that operate entirely outside the United States, in response to the SessionsMemo. As a result of these decisions, U.S. securityholders may experience difficulties depositing securities of cannabis companies inthe DTC system or reselling their securities in open market transactions, including transactions facilitated through the CSE. Many largerU.S. broker-dealers own U.S. securities companies that self-clear transactions. However, some U.S. brokerages have adopted policies precludingtheir clients from trading securities of cannabis issuers.

Potentialvoting control and representation on the Company’s Board of Directors by significant shareholders may limit your ability to influencethe outcome of director elections and other matters requiring shareholder approval.

OnAugust 17, 2021, in connection with the Company’s Fourth Amended and Restated Securities Purchase Agreement (the “FourthRestatement”), Superhero Acquisition, L.P. (“Superhero LP”), acquired from certain funds associated withGotham Green Partners, LLC (“GGP”) an aggregate principal amount of approximately $165.8 million of the convertiblenotes and 135,266,664 warrants issued under the Convertible Facility. The general partner of Superhero LP is Superhero Acquisition Corp(“Superhero GP”). Tilray, Inc., a public company with Class 2 common stock listed on the Nasdaq Global Select Market,owns approximately two-thirds of the outstanding equity interests in Superhero GP and MOS Holdings Inc. (“MOS”), whichis solely owned by Michael Serruya, holds approximately one-third of the outstanding equity interests in Superhero GP. Accordingly, forpurposes of Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), Tilray and MOS may be deemedthe beneficial owners with respect to the securities held of record by Superhero LP and have shared voting and investment power withrespect to such securities. As a result of the transfer of the notes and warrants from GGP to Superhero LP, Superhero LP, Superhero GP,Tilray and MOS, as of October 4, 2021, each beneficially owns approximately 44% of the Company’s Subordinate Voting Shares andGGP beneficially owns for purposes of Rule 13d-3 under the Exchange Act approximately 19% of the Subordinated Voting Shares, in eachcase assuming conversion of their respective notes and warrants. Tilray also owns an 68% interest as a limited partner in Superhero LPand S5 Holdings Inc. (“S5 Holdings”), which is owned by Michael Serruya, has an 8% interest as a limited partner inSuperhero LP. Together with additional securities held directly by S5 Holdings, Michael Serruya beneficially owns approximately 44.7%of the Subordinated Voting Shares. For further information about beneficial ownership of the Company’s securities, refer to “SecurityOwnership of Certain Beneficial Owners and Management.”

Inconnection with Fourth Restatement, the Company also entered into a Board Nomination Rights Agreement with S5 Holdings pursuant to whichso long as S5 Holdings’ diluted ownership percentage of MedMen (including the proportionate equity ownership of securities heldby Superhero LP) is at least 9%, S5 Holdings will be entitled to designate one individual to be nominated to serve as a director of theCompany. S5 Holdings has initially designated Michael Serruya. The Company also entered into a Board Nomination Rights Agreement withGGP pursuant to which so long as GGP and certain associated investors’ diluted ownership percentage of MedMen is at least 9%, GGPwill be entitled to designate one individual to be nominated to serve as a director of the Company. GGP has not yet designated a director.The Company also granted Tilray the right to appoint two non-voting observers to the Company’s board of directors.

Thisconcentration of control, to the extent outstanding notes and warrants are converted and exercised, may adversely affect the tradingprice for the Subordinate Voting Shares because investors often perceive disadvantages in owning stock in companies with potential controllingstockholders. Also, some or all of our significant stockholders, if they were to convert their notes and exercise their warrants andact together, would be able to control our management and affairs and matters requiring shareholder approval, including the electionof directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially allof our assets. In addition, the interests of these shareholders may not align with our interests as a company or the interests of ourother shareholders. Accordingly, if these shareholders were to convert their notes and exercise the warrants, and subject to approvalby the Board and requirements, if any, to obtain approval of a majority of the minority shareholders, they could cause us to enter intotransactions or agreements of which our shareholders would not approve or make decisions with which our shareholders would disagree.This concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidationor other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting toobtain control, even if that change of control would benefit our other shareholders and may prevent our shareholders from realizing apremium over the current market price for their shares. Furthermore, our significant shareholders may also have interests that differfrom yours and may vote their Subordinate Voting Shares in a way with which you disagree and which may be adverse to your interests.

Ourcapital structure may cause unpredictability.

Giventhe other unique features of our capital structure, including the existence of a significant amount of redeemable equity securities thathave been issued by, and are issuable pursuant to the exercise, conversion or exchange of the applicable convertible securities of, certainsubsidiaries of MedMen, such subsidiaries being MedMen Corp. and the LLC, which equity securities are redeemable from time to time forSubordinate Voting Shares or cash, in accordance with their terms, we are not able to predict whether this structure and control willresult in a lower trading price for or greater fluctuations in the trading price of the Subordinate Voting Shares or will result in adversepublicity to MedMen or other adverse consequences.

Futuresales of Subordinate Voting Shares in the public market, or the perception that such sales may occur, could adversely affect the prevailingmarket price of the Subordinate Voting Shares.

Wemay issue additional securities in the future, which may dilute our shareholder’s holdings in MedMen. Our articles permit the issuanceof an unlimited number of Subordinate Voting Shares, and our shareholders will have no pre-emptive rights in connection with such furtherissuance. The MedMen Board has discretion to determine the price and the terms of further issuances. Moreover, additional SubordinateVoting Shares will be issued by MedMen on the exercise, conversion or redemption of certain outstanding securities of MedMen, MedMenCorp. and the LLC in accordance with their terms. While we currently do not have any pending acquisitions, we may also issue SubordinateVoting Shares to finance future acquisitions. We cannot predict the size of future issuances of Subordinate Voting Shares or the effectthat future issuances and sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares. Issuancesof a substantial number of additional Subordinate Voting Shares, or the perception that such issuances could occur, may adversely affectprevailing market prices for the Subordinate Voting Shares. With any additional issuance of Subordinate Voting Shares, investors willsuffer dilution to their voting power and we may experience dilution in our revenue per share.

Additionally,the subsidiaries of MedMen, such as MedMen Corp. and the LLC, may issue additional securities that may be redeemed into Subordinate VotingShares of MedMen, including MedMen Corp Redeemable Shares, LLC Redeemable Units and LTIP Units to new or existing shareholders, membersor securityholders, including in exchange for services performed or to be performed on behalf of such entities or to finance future acquisitions.Any such issuances could result in substantial dilution to the indirect equity interest of the holders of our Subordinate Voting Shares.

Themarket price of our Subordinate Voting Shares is volatile and subject to wide fluctuations.

Themarket price of the Subordinate Voting Shares has been or may be volatile and subject to wide fluctuations in response to numerous factors,many of which are beyond our control. This volatility may affect the ability of holders of Subordinate Voting Shares or such other securitiesto sell their securities at an advantageous price. Market price fluctuations in the Subordinate Voting Shares or such other securitiesmay be due to our operating results failing to meet expectations of securities analysts or investors in any period, downward revisionin securities analysts’ estimates, adverse changes in general market conditions or competitive, regulatory or economic trends,adverse changes in the economic performance or market valuations of companies in the industry in which we operate, acquisitions, dispositions,strategic partnerships, joint ventures, capital commitments or other material public announcements by us or our competitors or governmentand regulatory authorities, operating and share price performance of the companies that investors deem comparable to us, addition ordeparture of our executive officers, directors and other key personnel, along with a variety of additional factors. These broad marketfluctuations may adversely affect the market price of the Subordinate Voting Shares or such other securities.

Financialmarkets have at times historically experienced significant price and volume fluctuations that have particularly affected the market pricesof equity and convertible securities of companies and that have often been unrelated to the operating performance, underlying asset valuesor prospects of such companies. Accordingly, the market price of the Subordinate Voting Shares and other listed securities of MedMenfrom time to time may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, thesefactors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which mayresult in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increasedlevels of volatility and market turmoil continue or arise, our operations may be adversely impacted and the trading price of the SubordinateVoting Shares and such other securities may be materially adversely affected.

USEOF PROCEEDS

Wewill not receive any proceeds from the sale or other disposition of the Subordinated Voting 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 ofany warrants, we expect to use that cash for working capital and general corporate purposes.

DIVIDENDPOLICY

TheCompany has not declared distributions on Subordinate Voting Shares in the past. The Company currently intends to reinvest all futureearnings to finance the development and growth of its business. As a result, the Company does not intend to pay dividends on SubordinateVoting Shares in the foreseeable future. Any future determination to pay distributions will be at the discretion of the Board and willdepend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on thepayment of distributions and any other factors that the Board deems relevant. The Company is not bound or limited in any way to pay dividendsin the event that the Board determines that a dividend is in the best interest of its shareholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read inconjunction with, and is qualified in its entirety by, the Consolidated Financial Statements and the accompanying notes that are includedelsewhere in this prospectus. Except for historical information, the discussion in this section contains forward-looking statements thatinvolve risks and uncertainties. Future results could differ materially from those discussed below for many reasons, including the risksdescribed in “Forward-Looking Information” and “Risk Factors” and elsewhere in this prospectus.

We are a smaller reporting company, as definedin Rule 12b-2 of the Exchange Act. Accordingly, we have omitted certain information called for by this section as permitted by applicablescaled disclosure rules.

Basis of Presentation

All references to “$” and “dollars”refer to U.S. dollars. References to C$ refer to Canadian dollars. Certain totals, subtotals and percentages throughout this MD&Amay not reconcile due to rounding.

Fiscal Period

The Company’s fiscal year is a 52/53-weekyear ending on the last Saturday in June. In a 52-week fiscal year, each of the Company’s quarterly periods will comprise 13 weeks.The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company’sfirst 53-week fiscal year will occur in fiscal year 2024. The Company’s fiscal years ended June 26, 2021 and June 27, 2020 included52 weeks.

The following table sets forth the Company’sselected consolidated financial data for the periods, and as of the dates, indicated. The Consolidated Statements of Operations data forthe fiscal years ended June 26, 2021 and June 27, 2020 have been derived from the audited Consolidated Financial Statements of the Companyand its subsidiaries, which are included in this prospectus.

The data set forth below should be read in conjunctionwith “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”)and the Consolidated Financial Statements and the accompanying notes presented in this prospectus. The Company’s Consolidated FinancialStatements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and on a goingconcern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary courseof business.

Fiscal Year 2021 Highlights

Continued Strategic Partnership with GothamGreen Partners

On April 23, 2019, the Company secured a seniorsecured convertible credit facility (the “Convertible Facility”) to provide up to $250,000,000 in gross proceeds, arrangedby Gotham Green Partners (“GGP”). The Convertible Facility has been accessed to date through issuances to the lendersof convertible senior secured notes (“GGP Notes”) co-issued by the Company and MM Can USA, Inc. (“MM CAN”or “MedMen Corp.”). Refer to “Note 19 – Senior Secured Convertible Credit Facility” of theConsolidated Financial Statements in this prospectus for further information. As of June 26, 2021, the Company has drawn down on a totalof $165,000,000 on the Convertible Facility, of which approximately $15,000,000 was during the current fiscal year. The principal amountof the Convertible Facility has been and is anticipated to be used for ongoing operations, capital expenditures and other corporate purposes.

On July 2, 2020, the Company amended and restatedthe securities purchase agreement under the Convertible Facility (“Fourth Amendment”) wherein the minimum liquiditycovenant was waived until September 30, 2020 and resetting at $5,000,000 thereafter with incremental increases on March 31, 2021 and December31, 2021. The Fourth Amendment also released certain assets from its collateral to allow greater flexibility to generate proceeds throughthe sale of non-core assets. The payment-in-kind feature was extended whereby 100% of the cash interest due prior to June 2021 will bepaid-in-kind and 50% of the cash interest due thereafter will be paid-in-kind. The amendment allowed for immediate prepayment with a 5%penalty until the second anniversary of the Fourth Amendment and a 3% penalty thereafter. In addition, the Fourth Amendment provided theholders of the GGP Notes down-round protection. Refer to “Note 19 – Senior Secured Convertible Credit Facility”of the consolidated financial statements in this prospectus for further information. As consideration for the Fourth Amendment, the conversionprice for 52% of Tranches 1 through 3 and certain amendment fee notes were amended to $0.34 per share, and an amendment fee of $2,000,000was paid through the issuance of additional notes at a conversion price of $0.28 per share.

On September 14, 2020, the Company had drawn down$5,000,000 through Tranche IA-2 of the Convertible Facility. In connection with the funding of Tranche IA-2, the Company issued 25,000,000warrants to the lenders at an exercise price of $0.20 per share. In addition, 1,080,255 existing warrants were cancelled and replacedwith 16,875,001 warrants with an exercise price of $0.20 per share. Pursuant to the terms of the Convertible Facility, the conversionprice for 5.0% of the existing GGP Notes outstanding prior to Tranche 4 and the Incremental Advance, which was 5.0% of $170,729,923, wasamended to $0.20 per share. In connection with the incremental advance, the Company issued convertible notes as consideration for a $468,564fee with a conversion price of $0.20 per share.

On September 16, 2020 and September 28, 2020,the down round feature on the convertible notes and warrants issued in connection with Tranche 4, Incremental Advances and certain amendmentfees was triggered wherein the exercise price was adjusted to $0.17 and $0.15 per share, respectively. The value of the effect of thedown round feature on convertible notes and warrants was determined to be $32,744,770 and $6,723,954, respectively, during the fiscalyear ended June 26, 2021.

On November 1, 2020, the Company repaid $8,000,000of borrowings under the Convertible Facility.

On January 11, 2021, the Company amended and restatedthe Convertible Facility (the “Fifth Amendment”) pursuant to which the Company received an additional advance of $10,000,000evidenced by the issuance of senior secured convertible notes (the “Notes”) with a conversion price of $0.16 per ClassB Subordinate Voting Share (a “Share”). In connection with the Fifth Restatement, the Company paid a fee to the lendersof $937,127 evidenced by the issuance of senior secured convertible notes with a conversion price of $0.16 per Share (the “RestatementFee Notes”). The Company also issued to the lenders 62,174,567 share purchase warrants exercisable for five years at a purchaseprice of $0.16 per Share (the “Warrants”). The Notes, Restatement Fee Notes and Warrants include down round adjustmentprovisions, with certain exceptions, if the Company issues securities at a lower price.

Pursuant to the terms of the Convertible Facility,of the $168,100,000 senior secured convertible notes outstanding prior to Tranche 4 and the Incremental Advances thereunder (includingpaid-in-kind interest accrued on such notes), the conversion price of $47,100,000 of the notes was changed to $0.17 per Share, of which$16,800,000 of the notes will continue to be subject to down round adjustment provisions. In addition, the Company cancelled an aggregateof 2,160,507 warrants that were issued with such notes and, in exchange, issued 41,967,832 warrants with an exercise price of $0.16 perSubordinate Voting Share.

The Convertible Facility was also amended to,among other things, modify the minimum liquidity covenant, which extends the period during which it is waived from December 31, 2020 toJune 30, 2021, reset the minimum liquidity threshold to $7,500,000 effective on July 1, 2021 through December 31, 2021, and $15,000,000thereafter, and waiver of the minimum liquidity covenant if the Company is current on cash interest. Furthermore, covenants with regardsto non-operating leases, capital expenditures and corporate SG&A will now be tied to a board of directors approved budget.

On April 21, 2021, the Company cancelled existingwarrants totaling 97,785,140 warrants issued to GGP following two consecutive quarters of positive retail cash flow for the periods endedSeptember 26, 2020 and December 26, 2020 pursuant to the Fifth Amendment. The following warrants were immediately and automatically cancelledin the amounts of 32,451,923, 6,490,385, 16,875,000 and 41,967,832 which were exercisable at $0.26, $0.26, $0.20 and $0.16, respectively.

On May 11, 2021, the Company entered into an agreementletter (the “Letter”) with GGP in which the Company received reprieve from certain potential non-compliance with certaincovenants under the Fifth Amendment dated January 11, 2021, such as potential non-compliance with certain reporting and notice requirements,pay certain liabilities when due, deliver control agreements for certain bank accounts, obtain consent from the lenders prior to hirecertain executives, obtain consent from the lenders for certain matters and related items. No amounts were paid by the Company for theLetter.

Secured Term Loan Amendments

In October 2018, MedMen Corp. completed a $77,675,000senior secured term loan (the “2018 Term Loan”) with funds managed by Hankey Capital, LLC and with an affiliate ofStable Road Capital. On January 13, 2020, the 2018 Term Loan was amended wherein the maturity date was extended to January 31, 2022 andthe interest rate was increased to a fixed rate of 15.5% per annum, of which 12.0% will be payable monthly in cash based on the outstandingprincipal and 3.5% will accrue monthly to the principal amount of the debt as a payment-in-kind. Certain ownership interests of the Company’ssubsidiaries have been pledged as security for the obligations under the 2018 Term Loan. Additionally, the Company guaranteed the obligationsof MedMen Corp. under the 2018 Term Loan. Refer to “Note 18 – Notes Payable” of the Consolidated Financial Statementsin this prospectus for further information.

On July 2, 2020, the Company further amended the2018 Term Loan wherein the interest rate of 15.5% per annum will accrue monthly to the principal amount of the debt as a payment-in-kindeffective March 1, 2020 through July 2, 2021 and thereafter until maturity on January 31, 2022, 7.75% interest per annum will be payablemonthly in cash and 7.75% interest per annum will be paid-in-kind. Certain reporting and financial covenants were added and amended, andthe minimum liquidity covenant was waived until September 30, 2020. The Company may request an increase to the 2018 Term Loan throughDecember 31, 2020 to be funded through incremental term loans. As consideration for the amendment, the Company cancelled 20,227,863 existingwarrants exercisable at $0.60 per share held by the lenders of the 2018 Term Loan, and MM CAN issued 20,227,863 warrants at $0.34 pershare that are exercisable until July 2, 2025. The Company also incurred an amendment fee of $834,000 that was added to the outstandingprincipal balance.

On September 16, 2020, the Company executed anamendment to the 2018 Term Loan in which the funds available under the facility was increased by $12,000,000 available through incrementalterm loans (the “2020 Term Loan”), of which $5,700,000 was fully committed by the lenders through October 31, 2020.The additional funds accrue interest at 18.0% per annum wherein 12.0% will be paid in cash monthly in arrears and 6.0% per annum accruesmonthly as payment-in-kind. As consideration for the amendment, the Company cancelled 20,227,863 existing warrants held by the lendersexercisable at $0.60 per share, and MM CAN issued 20,227,863 warrants exercisable at $0.34 per share until September 16, 2025.

On September 16, 2020, the Company closed on anincremental term loan of $3,000,000 under the 2020 Term Loan. In connection with the incremental term loan, MM CAN issued 30,000,000 warrantswith an exercise price of $0.20 per share until December 31, 2025. The newly issued warrants may be exercised at the election of theirholders on a cashless basis.

On September 16, 2020 and September 28, 2020,the down round feature on the warrants issued in connection with the incremental term loan of $3,000,000 on September 16, 2020 was triggeredwherein the exercise price was adjusted to $0.17 and $0.15 per share, respectively. The value of the effect of the down round featurewas determined to be $405,480 during the fiscal year ended June 26, 2021.

On October 30, 2020, the Company closed on anincremental term loan of $7,705,279 under the 2020 Term Loan. In connection with the incremental term loan, MM CAN issued 77,052,790 warrantswith an exercise price of $0.20 per share until September 14, 2025. The newly issued warrants may be exercised at the election of theirholders on a cashless basis. As of June 26, 2021, the Company has received total gross proceeds of $10,705,279 under the 2020 Term Loan.The principal amount of the 2020 Term Loan has been and is anticipated to be used for ongoing operations, capital expenditures and othercorporate purposes.

On May 11, 2021, the Company executed an amendmentto the secured term loan in which certain covenants were added and amended. Specifically, the minimum liquidity covenant was amended towhich the covenant will not apply if the Company pays and has paid the cash portion of interest accrued under the senior secured termloan facility when such cash interest becomes due and payable. Such covenant will continue to be applied in the event the Company hasfailed to make payments. The minimum liquidity balance was not amended. In addition, application of payments was added wherein proceedsfrom the sale of the New York disposal group shall be applied to the amended and restated Facility on July 2, 2020 in the principal amountof $83,123,291. As consideration for the amendment, the Company incurred a modification fee of $1,000,000 which will be due on the earliestof (a) receipt of Level-Up proceeds, (b) the date of the Investment Agreement Ascend Wellness Holdings, LLC, and (c) the earlier of January31, 2022. Cash fees paid to the Lender in connection with the amendment totaled $225,035.

Unsecured Convertible Facility

On September 16, 2020, the Company entered intoan unsecured convertible debenture facility (the “Unsecured Convertible Facility”) for total available proceeds of$10,000,000 wherein the convertible debentures will have a conversion price equal to the closing price on the trading day immediatelyprior to the closing date, a maturity date of 24 months from the date of issuance and will bear interest at a rate of 7.5% per annum payablesemi-annually in cash. The unsecured facility is callable in additional tranches in the amount of $1,000,000 each, up to a maximum of$10,000,000 under all tranches. The timing of additional tranches can be accelerated based on certain conditions. The debentures providefor the automatic conversion into Subordinate Voting Shares in the event that the VWAP is 50% above the conversion price on the CSE for45 consecutive trading days. The principal amounts funded under the Unsecured Convertible Facility has been and is anticipated to be usedfor ongoing operations, capital expenditures and other corporate purposes.

On September 16, 2020, the Company closed on aninitial $1,000,000 under the facility with a conversion price of $0.17 per Subordinate Voting Share. In connection with the initial tranche,the Company issued 3,293,413 warrants with an exercise price of $0.21 per share. On September 28, 2020, the Company closed on a secondtranche of $1,000,000 under the facility with a conversion price of $0.15 per Subordinate Voting Share. In connection with the secondtranche, the Company issued 3,777,475 warrants for an equal number of Shares with an exercise price of $0.17 per share. On November 20,2020, the Company closed on a third tranche of $1,000,000 under the facility with a conversion price of $0.15 per Subordinate Voting Share.In connection with the third tranche, the Company issued 3,592,425 warrants for an equal number of Shares with an exercise price of $0.17per share. On December 17, 2020, the Company closed on a fourth tranche of $1,000,000 under the facility with a conversion price of $0.15per Subordinate Voting Share. In connection with the fourth tranche, the Company issued 3,597,100 warrants for an equal number of Shareswith an exercise price of $0.18 per share. On January 29, 2021, the Company closed on a fifth tranche of $1,000,000 under the facilitywith a conversion price of $0.16 per Subordinate Voting Share. In connection with the fifth tranche, the Company issued 3,355,000 warrantswith an exercise price of $0.19 per share. As of June 26, 2021, the Company has received total gross proceeds of $5,000,000 under theUnsecured Convertible Facility.

On June 14, 2021, a portion of the Unsecured ConvertibleFacility was automatically converted into 16,014,663 Class B Subordinate Voting Shares in the amount of $2,371,782. In addition, 8,807,605of the outstanding warrants issued in connection with the facility were exercised at varying prices for gross proceeds of $1,622,377.

Private Placements

On February 16, 2021, the Company entered intosubscription agreements with institutional investors for the sale of $2,866,000 in units at a purchase price of $0.37 per unit. Each unitconsists of one Class B Subordinate Voting Share of the Company and one warrant. Each warrant is exercisable for a period of five yearsto purchase one share at an exercise price of $0.46 per share, subject to the terms and conditions set forth in the warrant. The proceedshave been and is anticipated to be used for ongoing operations and general corporate purposes.

On March 18, 2021, the Company issued 50,000,000units to an institutional investor at a purchase price of C$0.40 per unit for an aggregate of C$20,000,000. Each unit consisted of oneClass B Subordinate Voting Share and one share purchase warrant. Each warrant permits the holder to purchase one share for a period ofthree years from the date of issuance at an exercise price of C$0.50 per share, subject to the terms and conditions set forth in the warrant.The proceeds have been and will be used to: (i) support MedMen’s Florida strategic growth plan, and (ii) fund certain costs relatedto opening locations in Massachusetts, Illinois and California, and (iii) for general corporate purposes.

On May 17, 2021, the Company entered into a non-brokeredprivate placement for the sale of $10,000,000 units at a purchase price of $0.32 per unit. Each unit consists of one Class B SubordinateVoting Share of the Company and one warrant. Each warrant is exercisable for a period of three years to purchase one share at an exerciseprice of $0.35 per share. The proceeds have been and will be used for capital expenditures for new store openings in the Company’sFenway location in Boston, Massachusetts and two retail locations in San Francisco, California.

Landlord Support for Company Turnaround

The Company currently has lease arrangements withaffiliates of Treehouse Real Estate Investment Trust (the “REIT”), which include 14 retail and cultivation propertiesacross the U.S. On July 3, 2020, the Company announced modifications to its existing lease arrangements with the REIT, in which the REITagreed to defer a portion of total current monthly base rent for the 36-month period between July 1, 2020 and July 1, 2023. The totalamount of all deferred rent accrues interest at 8.6% per annum during the deferral period. As consideration for the rent deferral, theCompany issued 3,500,000 warrants to the REIT, each exercisable at $0.34 per share for a period of five years. As part of the agreement,the Company will pursue a partnership with a cannabis cultivation company for the Company’s Desert Hot Springs and Mustang facilitiesthat are leased from the REIT in order to continue the Company’s focus on retail operations.

Discontinued Operations

On November 15, 2019, the Company announced itsplan to sell its operations in the state of Arizona and accordingly, classified all assets and liabilities within the state of Arizonaas held for sale and all profits and losses related to its Arizona operations as discontinued operations. On November 5, 2020, the Companysold and transferred 100% of the outstanding membership interests in Kannaboost Technology Inc. and CSI Solutions LLC (collectively referredto as “Level Up”) for a total sales price of $25,150,000, of which the Company has not received any cash proceeds asof June 26, 2021. As of November 2020, Level Up was fully deconsolidated by the Company and all profits and losses related to Level Upare presented as discontinued operations for all periods presented.

During the fiscal fourth quarter of 2021, theCompany had a change in plan of sale for the remaining Arizona entities and determined that it will continue to build on its success atits retail location in Scottsdale, Arizona and in its wholesale operations through its cultivation and manufacturing facility in Mesa,Arizona. Accordingly, the Company reclassified the assets and liabilities allocable to the remaining Arizona entities as held and usedfor all periods presented. As the Company’s operations in the state of Arizona no longer met the criteria for discontinued operations,all profits and losses related to the remaining Arizona entities were reclassified as continuing operations for all periods presented.Refer to “Note 28 – Discontinued Operations” of the Consolidated Financial Statements for the year ended June26, 2021 and June 27, 2020 included in this prospectus for further information.

On February 25, 2021, MedMen NY, Inc. (“MMNY”)and its parent, MM Enterprises USA, LLC (“MM Enterprises USA”), entered into an investment agreement (the “InvestmentAgreement”) with Ascend Wellness Holdings, LLC (“AWH NY”), and Ascend Wellness Holdings, LLC (“AWH”)whereby, subject to approval from the New York State Department of Health and other applicable regulatory bodies, AWH agreed to purchaseshares of common stock of MMNY for an aggregate purchase price of up to $73,000,000 million as follows: (a) $35,000,000 million in cashto be invested in MMNY (as may be adjusted in accordance with the Investment Agreement), (b) AWH NY will issue a senior secured promissorynote with a principal amount of $28,000,000 million, guaranteed by AWH, (c) and within five business days after the first sale by MMNYof adult use cannabis products at one or more of its retail store locations, AWH will purchase additional shares of MMNY for $10,000,000million in cash, which cash investments and note will be used to repay a portion of the Secured Term Loan. As of June 26, 2021, the initialclosing of the investment has not occurred and is expected to close within the next twelve months.

As a result, assets and liabilities allocableto the operations within the state of New York were classified as held for sale in the Consolidated Balance Sheets for all periods presented.In addition, revenue and expenses, gains or losses relating to the discontinuation of New York operations were classified as discontinuedoperations and were eliminated from profit or loss from the Company’s continuing operations for all periods presented. Discontinuedoperations are presented separately from continuing operations in the Consolidated Statements of Operations and the Consolidated Statementsof Cash Flows.

Assets Held for Sale

On July 1, 2020, the Company entered into definiteagreements for the sale of a cannabis retail license located in Evanston, Illinois for a total sales price of $20,000,000, of which $18,000,000was received in cash and $2,000,000 in the form of a secured promissory note payable three months following the Closing Date in exchangefor all of the Company’s membership interests in Evanston. As of March 12, 2021 (“Amendment Date”), the securedpromissory note was amended to waive any default arising from non-payment of principal and interest prior to the Amendment Date if Purchaserpays principal of $1,000,000 and all accrued interest of 2% per annum through the Amendment Date. Interest will accrue at 9% per annumfollowing the Amendment Date. As of June 26, 2021, the Company received cash payment in accordance with the amended secured promissorynote. Transfer of the cannabis license is pending regulatory approval. On August 10, 2020, the Company transferred governance and controlof MME Evanston Retail, LLC through a consulting agreement. All assets and liabilities related to Evanston are excluded from the Company’sConsolidated Balance Sheets as of June 26, 2021 and all profits or losses from the Evanston operations subsequent to August 10, 2020 areexcluded from the Consolidated Statements of Operations.

On June 26, 2020, the Company entered into a non-bindingterm sheet for the retail location located in Seaside, California for an aggregate sales price of $1,500,000 wherein $750,000 is to bepaid upon the date of close in addition to $750,000 paid in equal monthly installments over twelve months through a promissory note. TheCompany transferred all outstanding membership interests in PHSL, LLC (“Seaside”) in October 2020. All assets and liabilitiesrelated to Seaside are excluded from the Consolidated Balance Sheets as of June 26, 2021 and all profits or losses from the Seaside locationsubsequent to October 9, 2020 are excluded from the Consolidated Statements of Operations.

In December 2020, the Company entered into a purchaseagreement to sell a non-operational cannabis license in Grover Beach, California for a total consideration of $3,750,000 of which $3,500,000will be received in cash and $250,000 will be received in equity consideration. All assets and liabilities related to Grover Beach areexcluded from the Consolidated Balance Sheets as of June 26, 2021 and all profits or losses from this subsidiary subsequent to March 5,2021 are excluded from the Consolidated Statements of Operations.

Management Changes and Shareholder MeetingResults

On November 11, 2020, the Company held an annualgeneral meeting of shareholders at which the number of Board of Directors (the “Board”) of the Company was set to seven,subject to permitted increases. Benjamin Rose, Niki Christoff, Mel Elias, Al Harrington, Tom Lynch, Errol Schweizer and Cameron Smithwere elected as members of the Board of Directors of the Company until the next annual general meeting of shareholders.

On December 3, 2020, the Company named Tracy McCourtto the Company’s new role of Chief Revenue Officer who will lead the omni-channel marketing strategy as well as the Company’sbuying, merchandising and business intelligence efforts.

On December 16, 2020, the Company announced thatBenjamin Rose resigned as Chairman of the Board of Directors and as a Board member. Tom Lynch, the Company’s interim Chief ExecutiveOfficer, was elected as Chairman of the Board of Directors.

On December 18, 2020, the Company announced thatZeeshan Hyder resigned as Chief Financial Officer and Reece Fulgham, managing director at SierraConstellation Partners LLC (“SCP”),was appointed to the role of Chief Financial Officer.

Cancellation of Super Voting Shares

On December 24, 2020, the Company announced thecancellation of 815,295 Class A Super Voting Shares which had been held by Andrew Modlin and granted via proxy to Benjamin Rose sinceDecember 2019. Effective as of December 10, 2020, the Company has only one class of outstanding shares, the Class B Subordinate VotingShares as a result of the share cancellation.

COVID-19 Pandemic

In March 2020, the World Health Organization declaredCOVID-19 a global pandemic. Despite being deemed as an essential retailer in its core markets, the Company has experienced a negativeimpact on sales in certain markets as a result of shelter-at-home orders, social distancing efforts, restrictions on the maximum allowablenumber of people within a retail establishment and declining tourism. Although the Company permanently closed one store as a result ofCOVID-19, certain markets, such as California and Nevada, experienced a greater impact on sales due to reduced store hours and foot trafficin certain locations, as well as limits on the number of customers that may be in a store at any one time. Other markets, such as Illinois,Florida and New York have not been significantly impacted by COVID-19 and in some cases, stores in those markets have generated increasedsales. Due to its strong vendor partnerships in each market, the Company has not experienced a significant impact to its supply chainin each market. At this time, it is unclear how long these measures may remain in place, what additional measures may be imposed, or whenour operations will be restored to the levels that existed prior to the COVID-19 pandemic.

Factors Affecting Performance

Company management believes that the nascent cannabisindustry represents an extraordinary opportunity in which the Company’s performance and success depend on a number of factors:

Trends

MedMen is subject to various trends that couldhave a material impact on the Company, its financial performance and condition, and its future outlook. A deviation from expectationsfor these trends could cause actual results to differ materially from those expressed or implied in forward-looking information includedin this MD&A and the Company’s financial statements. These trends include, but are not limited to, the following:

Components of Results of Operations

Revenue

For the fiscal year ended June 26, 2021, the Companyderives the majority of its revenue from direct sales to customers in its retail stores. Approximately 61% of revenue was generated fromoperations in California, with the remaining 39% from operations in Arizona, Nevada, Illinois and Florida. Revenue through retail storesis recognized upon delivery of the goods to the customer and when collection is reasonably assured, net of an estimated allowance forsales returns.

Cost of Goods Sold and Gross Profit

Gross profit is revenue less cost of goods sold.Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower,edibles and concentrates, packaging and other supplies, fees for services and processing, and allocated overhead, such as allocationsof rent, administrative salaries, utilities and related costs. Cannabis costs are affected by various state regulations that limit thesourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatoryenvironment changes. Gross margin measures gross profit as a percentage of revenue.

Expenses

General and administrative expenses representcosts incurred in MedMen’s corporate offices, primarily related to personnel costs, including salaries, incentive compensation,benefits, share-based compensation and professional service costs, including legal and accounting. Sales and marketing expenses consistof selling costs to support customer relationships and to deliver product to retail stores. It also includes an investment in marketingand brand activities and the corporate infrastructure required to support the ongoing business. Depreciation and amortization expensesrepresent the portion of the Company’s definite-lived property, plant and equipment and intangible assets that is being used upduring the reporting period. Changes in fair value of contingent consideration expense represent the realized gain or loss upon the settlementof contingent liabilities related to the Company’s business acquisitions and the unrealized gain or loss on the changes in fairvalue of such outstanding liabilities upon remeasurement at each reporting period. Impairment expense represents the permanent reductionof an assets carrying value down to fair value and may include inventory, property, plant, and equipment, intangible assets, goodwilland other assets. Other operating income and expenses consist of the gain or loss on disposal of assets from assets held for sale anddiscontinued operations, restructuring fees or reorganization expenses, gain or loss on settlement of accounts payable, and gain on leaseterminations.

Income Taxes

MedMen is subject to income taxes in the jurisdictionsin which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the variousactivities that impact the timing of taxable events. As the Company operates in the legal cannabis industry, the Company is subject tothe limits of Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expensesdirectly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowableunder IRC Section 280E and a higher effective tax rate than most industries. However, the state of California does not conform to IRCSection 280E and, accordingly, the Company deducts all operating expenses on its California Franchise Tax Returns.

Year Ended June 26, 2021 Compared to Year EndedJune 27, 2020

Revenue

Revenue for the year ended June 26, 2021 was $145.1million, a decrease of $10.2 million, or 7%, compared to revenue of $155.3 million for the year ended June 27, 2020. The decrease in revenuewas primarily due to the impact of COVID-19 on overall retail traffic and tourism as further discussed below. During the fiscal year endedJune 26, 2021, MedMen had 26 active retail locations in the states of California, New York, Nevada, Arizona, Illinois and Florida, ofwhich four retail locations located within the state of New York were classified as discontinued operations, compared to 26 active retaillocations for the same period in the prior year. Since June 27, 2020, the Company opened their Fort Lauderdale and Miami locations inFlorida as well as their Emeryville location in California and temporarily closed five retail locations in the state of Florida to redirectinventory from its Eustis facility to its highest performing stores. The Company also divested three retail locations in Illinois andArizona since June 27, 2020 to raise non-dilutive financing through the sale of non-core assets. During the year ended June 26, 2021,the Company contemplated the sale of four retail stores in New York and entered into a definitive investment agreement to sell a controllinginterest, subject to regulatory approval. As of June 26, 2021, the Company had 22 active retail locations related to continuing operations.

The decrease in revenue was primarily relatedto the overall impact of the COVID-19 pandemic which affected the Company’s operations for the majority of the current fiscal yearcompared to the latter four months of the prior fiscal year. The Company experienced decreased sales in certain locations within Californiadue to reduced foot traffic as a result of business and occupancy restrictions and a slowdown in tourism. Retail revenue for the yearended June 26, 2021 in California decreased $21.6 million compared to the year ended June 27, 2020. In Florida and Illinois, revenueshave not been significantly impacted by COVID-19 with retail locations in those markets having increased sales by $5.9 million and $4.2million, respectively, during the year ended June 26, 2021. During the year ended June 26, 2021, the Company continues to enhance itsretail experience through better product assortment, customer service and purchasing options with an emphasis on curbside pickup and deliveryin response to the COVID-19 pandemic. For the majority of the fiscal year ended June 26, 2021, the Company maintained modified store operationsbased on Centers for Disease Control and Prevention guidelines and local ordinances which limit in-store traffic for certain locationsand consequently increased focus on direct-to-consumer delivery, including curbside pickup. MedMen expects to continue offering a varietyof purchasing options for its customers to navigate through the COVID-19 pandemic, which is expected to increase revenues in the comingperiods.

Cost of Goods Sold and Gross Profit

Cost of goods sold for the fiscal year ended June26, 2021 was $77.8 million, a decrease of $22.1 million, or 22%, compared with $99.9 million of cost of goods sold for fiscal year endedJune 27, 2020. The decrease in cost of goods sold is primarily driven by the decrease in cultivation and manufacturing facilities. Forthe year ended June 26, 2021, the Company had 26 active retail locations in the states of California, New York, Nevada, Arizona, Illinoisand Florida, of which four retail locations located within the state of New York were classified as discontinued operations, comparedto 26 active retail locations for the same period in the prior year. Gross profit for the year ended June 26, 2021 was $67.3 million,representing a gross margin of 46%, compared with gross profit of $55.4 million, representing a gross margin of 36%, for the year endedJune 27, 2020. The increase in gross margin is primarily due to the Company’s focus on retail profitability and improvements inits supply chain and cultivation facilities. During the year ended June 26, 2021, the Company strategically closed five retail locationsin Florida to provide better and consistent supply for its patients. While these dispensaries remain temporarily closed as of June 26,2021, the Company saw improved plant yields and quality driving improved margins. For the year ended June 26, 2021, MedMen operated fivecultivation and production facilities, of which one facility located in New York was classified as discontinued operations, compared tosix facilities in the comparative prior period. In November 2020, the Company completed the sale of one facility in Arizona (Tempe) asa result of the Company’s plan to divest non-core assets. During the year ended June 26, 2021, the Company also reduced the cashburn associated with cultivation and manufacturing operations in California and Nevada and continues to evaluate strategic partnershipsfor these facilities. MedMen expects margins to improve in the coming periods as the Company restructures certain operations and divestslicenses in non-core markets.

Total Expenses

Total expenses for the fiscal year ended June26, 2021 were $134.9 million, a decrease of $352.8 million, or 72%, compared to total expenses of $487.7 million for the fiscal year endedJune 27, 2020, which represents 93% of revenue for the fiscal year ended June 26, 2021 compared to 314% of revenue for the fiscal yearended June 27, 2020. The decrease in total expenses was attributable to the factors described below.

General and administrative expenses for the yearended June 26, 2021 and June 27, 2020 were $124.6 million and $192.7 million, respectively, a decrease of $68.1 million, or 35%. Generaland administrative expenses have decreased primarily due to the Company’s focus on right-sizing its corporate infrastructure byreducing company-wide SG&A while improving efficiency. Key drivers of the decrease in general and administrative expenses includeoverall corporate cost savings, strategic headcount reductions across various departments, and elimination of non-core functions and overheadin several departments. The decrease of $68.1 million compared to the year ended June 27, 2020 was primarily related to a decrease inpayroll and payroll related expenses of $29.4 million, a decrease of $5.5 million in licenses, fees and taxes, a decrease in professionalfees of $3.9 million and a decrease in stock compensation expense of $6.8 million.

Sales and marketing expenses for the year endedJune 26, 2021 and June 27, 2020 were $1.1 million and $10.7 million, respectively, a decrease of $9.6 million, or 90%. The decrease insales and marketing expenses is primarily attributed to the reduction in marketing and sales related spending due to the implementationof the Company’s cost-cutting strategy. During the current fiscal year, the Company maintained its focus on budget allocation tomarketing and redefined its marketing initiatives to target its changing customer base. The Company shifted its approach from third-partylisting services to integration efforts with its point-of-sale systems to increase awareness in local customers and improve the customerexperience while providing higher returns. Traditional and digital paid media marketing campaign of $7.2 million in the comparative priorperiod was reduced to $0.1 million during the year ended June 26, 2021.

Depreciation and amortization for the year endedJune 26, 2021 and June 27, 2020 was $31.1 million and $37.7 million, respectively, a decrease of $6.6 million, or 18%. The decrease isattributable to the reduction in capital expenditures through a slow-down in new store buildouts of the Company’s operations throughacquisitions and a delay of capital-intensive projects during the current fiscal year as a result of the COVID-19 pandemic and the Company’sturnaround plan.

Realized and unrealized changes in fair valueof contingent consideration for the year ended June 26, 2021 and June 27, 2020 was a loss of $0.4 million and $9.0 million, respectively,a decrease of $8.6 million, or 96%. The contingent consideration is related to an acquisition of a California dispensary license duringthe year ended June 27, 2020 wherein the expiration of the lock-up period occurred during the fiscal second quarter of 2021.

Impairment expense for the year ended June 26,2021 and June 27, 2020 was $2.4 million and $246.7 million, respectively, a decrease of $244.3 million, or 99%. During the year endedJune 26, 2021, the Company recorded impairment on an intellectual property asset in the amount of $1.6 million. During the comparativeperiod, the Company recognized an impairment expense of $143.0 million on property and equipment, $39.0 million on intangible assets,$33.5 million on goodwill, $19.8 million on operating lease right-of-use assets, $5.9 million on other assets, and $5.6 million on assetsheld for sale.

Other operating income for the year ended June26, 2021 and June 27, 2020 was $24.7 million and $9.1 million, respectively, an increase of $15.6 million, or 171%. The change was primarilyattributable to the $16.3 million gain related to the lease deferral with the REIT during the fiscal first quarter of 2021 as the decreasein present value of lease payments was greater than the remaining net asset balance of finance lease assets. The Company also recognizeda $2.9 million gain on lease terminations in Florida and Illinois during the fiscal second quarter of 2021. Such gains were offset byrestructuring fees of $5.0 million during the year ended June 26, 2021.

Total Other Expense

Total other expense for the fiscal year endedJune 26, 2021 was $76.0 million, an increase of $10.8 million compared to total other expense of $65.2 million, or 17%, for the fiscalyear ended June 27, 2020. The increase in total other expense was primarily a result of the decrease of loss on extinguishment of debtwhich totaled $43.8 million during the year ended June 27, 2020 primarily related to the First and Third Amendment of the ConvertibleFacility, compared to a net loss on extinguishment of debt of $16.1 million during the current period of which $10.1 million was due tothe Fourth Amendment of the Convertible Facility and $4.0 million was related to a commitment to issue warrants in connection with theUnsecured Convertible Facility. This decrease was offset by an increase of amortization of debt discount of $20.1 million compared tothe year ended June 27, 2020 as a result of the Company’s higher debt balance. During the current period, proceeds from issuancesof the Convertible Facility totaled $14.6 million and proceeds from issuances of notes payable, including the 2020 Term Loan and the UnsecuredConvertible Facility, totaled $15.8 million. Additionally, the Company saw a $7.9 million decrease in gains on investments and other assetsand a $7.9 million decrease in changes in fair value of derivatives which are based on the closing price of the Company’s warrantsrelated to bought deals traded on the Canadian Securities Exchange under the ticker symbol “MMEN.WT” which have stabilizedduring the year ended June 26, 2021, compared to the same period prior.

Provision for Income Taxes

The provision for income tax expense for the fiscalyear ended June 26, 2021 was $1.8 million compared to the provision benefit for income tax benefit of $40.9 million for the year endedJune 27, 2020, primarily due to the Company reporting increased expenses subject to IRC Section 280E relative to pre-tax book loss. TheCompany incurred a large amount of expenses that were not deductible due to IRC Section 280E limitations which resulted in income taxexpense being incurred while there were pre-tax losses for the year ended June 26, 2021.

Net Loss

Net loss from continuing operations for the yearended June 26, 2021 was $145.4 million, a decrease of $311.2 million, or 68%, compared to a net loss from continuing operations of $456.6million for the year ended June 27, 2020. The decrease in net loss from continuing operations was mainly attributable to the decreaseimpairment expense recognized during the current fiscal year and the decrease in general and administrative expenses and sales and marketingexpenses as a direct result of the Company’s turnaround plan which includes efforts to optimize SG&A and right-size the Company’scorporate infrastructure. Net loss attributable to non-controlling interest for the year ended June 26, 2021 was $33.5 million, resultingin net loss of $124.1 million attributable to the shareholders of MedMen Enterprises Inc. compared to $247.2 million for the year endedJune 27, 2020.

Three Months Ended June 26, 2021 Compared toThree Months Ended June 27, 2020

Revenue

Revenue for the three months ended June 26, 2021was $42.0 million, an increase of $14.7 million, or 54%, compared to revenue of $27.3 million for the three months ended June 27, 2020.For the three months ended June 26, 2021, MedMen had 26 active retail locations in the states of California, New York, Nevada, Arizona,Illinois and Florida, of which four were located within the state of New York were classified as discontinued operations, which was consistentwith the same period in the prior year. During the fiscal fourth quarter of 2021, five retail locations in the state of Florida remainedtemporarily closed in order to redirect inventory from its Eustis cultivation facility to its highest performing stores and thus excludedfrom the number of active retail locations as of June 26, 2021. As of June 26, 2021, the Company had 22 active retail locations relatedto continuing operations.

The increase in revenue was primarily relatedto the Company’s continued initiatives in light of the COVID-19 pandemic as well as the gradual reopening across the country. Duringthe three months ended June 26, 2021, the Company continued to enhance its retail experience through better product assortment, customerservice and purchasing options with an emphasis on curbside pickup and delivery which have proven to be effective service enhancementsin response to the COVID-19 pandemic. Previously modified store operations based on Centers for Disease Control and Prevention guidelinesand local ordinances, which limit in-store traffic for certain locations, began to operate at a less restrictive scale during the fiscalfourth quarter of 2021 as COVID-related restrictions began to lift, resulting in increased tourism and normalizing retail traffic levels.MedMen expects to continue offering a variety of purchasing options for its customers to navigate through the COVID-19 pandemic, whichis expected to continue to increase revenues in the coming periods. As the Company’s key markets continue to recover from the pandemic,MedMen also expects to utilize their marketing communications and revised assortment to drive and serve retail traffic at a much highervolume and rate.

Cost of Goods Sold and Gross Profit

Cost of goods sold for the three months endedJune 26, 2021was $22.3 million, an increase of $6.0 million, or 37%, compared with $16.3 million of cost of goods sold for the three monthsended June 27, 2020. Gross profit for the three months ended June 26, 2021 was $19.7 million, representing a gross margin of 47%, comparedwith gross profit of $11.0 million, representing a gross margin of 40%, for the three months ended June 27, 2020. The increase in grossmargin is primarily due to the Company’s retail optimization efforts in which improvements in the Company’s product sourcingand favorable changes to pricing and payment terms in key vendor agreements resulted in improved margins for the fiscal fourth quarterof 2021. In addition, the Company’s shrink-to-grow plan in Florida continues to drive results in which manufacturing consistencyand cultivation yields has produced additional margins.

For the three months ended June 26, 2021, theCompany had 26 active retail locations in the states of California, New York, Nevada, Arizona, Illinois and Florida, of which four werelocated within the state of New York were classified as discontinued operations, compared to 26 active retail locations for the comparativeprior period. MedMen operated five cultivation and production facilities in the states of Nevada, California, New York, Florida and Arizona,of which one facility located in New York was classified as discontinued operations, compared to six cultivation facilities for the threemonths ended June 27, 2020. During the fiscal fourth quarter of 2020, five retail locations in Florida were temporarily closed in orderto shift supply levels from its Eustis cultivation facility to the Company’s highest-performing stores in Florida which remain closedas of June 26, 2021. As of the fiscal fourth quarter of 2021, the Company continues to evaluate strategic partnerships for its cultivationand production facilities in California and Nevada where the Company continues to incur significant fixed costs. MedMen expects marginsto improve in the coming periods as the Company restructures certain operations and divests licenses in non-core markets.

Total Expenses

Total expenses for the three months ended June26, 2021 were $41.4 million, a decrease of $235.2 million, or 85%, compared to total expenses of $276.6 million for the three months endedJune 27, 2020, which represents 99% of revenue for the three months ended June 26, 2021, compared to 1,013% of revenue for the three monthsended June 27, 2020. The decrease in total expenses was attributable to the factors described below.

General and administrative expenses for the threemonths ended June 26, 2021 and June 27, 2020 were $32.9 million and $38.6 million, respectively, a decrease of $5.7 million, or 15%. Generaland administrative expenses have decreased primarily due to the Company’s continued efforts to reduce company-wide selling, generaland administrative expenses (“SG&A”). Key drivers of the decrease in general and administrative expenses includeoverall corporate cost savings, strategic headcount reductions across various departments, and elimination of non-core functions and overheadin several departments, resulting in a decrease in deal costs of $5.6 million and a decrease in banking fee and charges of $0.5 million.

Sales and marketing expenses for the three monthsended June 26, 2021 and June 27, 2020 were $0.6 million and $0.2 million, respectively, an increase of $0.4 million, or 200%. The increasein sales and marketing expenses is primarily attributed to an increase in marketing and promotions of $0.2 million and an increase inpublic relations expense of $0.1 million for the three months ended June 26, 2021 compared to the same period prior.

Depreciation and amortization for the three monthsended June 26, 2021 and June 27, 2020 was $6.1 million and $15.0 million, respectively, a decrease of $8.9 million, or 59%. The decreaseis attributable to the reduction in capital expenditures through a slow-down in new store buildouts of the Company’s operationsthrough acquisitions and a delay in capital-intensive projects throughout the fiscal year ended June 26, 2021, resulting in a decreasein property, plant and equipment and intangible assets.

Realized and unrealized changes in fair valueof contingent consideration remained generally consistent for the three months ended June 26, 2021 and June 27, 2020 in the amount ofnil and $0.5 million, respectively.

Impairment expense for the three months endedJune 26, 2021 and June 27, 2020 was nil and $229.8 million, respectively, a decrease of $229.8 million, or 100%. The Company did not identifyindicators of impairment of its goodwill or long-lived assets during their annual impairment assessment during the fourth fiscal quarterof 2021. In the prior year, the Company recognized a significant amount of impairment expense as a result of the economic and market conditionsrelated to the COVID-19 pandemic and the regulatory environment, which has been less volatile during the current period.

Other operating expense (income) for the threemonths ended June 26, 2021 was $1.8 million, a decrease of $9.3 million, or 124% from the income of $7.5 million for the three monthsended June 27, 2020. During the three months ended June 26, 2021, the Company recognized $2.3 million of restructuring fees which wasoffset by a gain on disposal of assets held for sale of $1.6 million, a gain on disposal of assets of $0.2 million and a gain on settlementof accounts payable of $0.3 million.

Total Other Expense

Total other expense for the three months endedJune 26, 2021 was $20.0 million, an increase of $6.2 million, or 45%, compared to total other expense of $13.8 million for the three monthsended June 27, 2020. The increase in total other expense was primarily attributable to the Company's higher debt balance as of June 26,2021 which increased $26.6 million compared to June 27, 2020 as a result of the 2020 Term Loan and the Unsecured Convertible Facilityas well as issuances from the Convertible Facility. Accordingly, amortization of debt discount and loan origination fees of $10.2 millionfor the three months ended June 26, 2021 increased by $8.8 million compared to $1.4 million for the three months ended June 27, 2020.This was offset by interest expense of $10.0 million during the three months ended June 26, 2021 which decreased by $2.9 million comparedto $12.9 million for the three months ended June 27, 2020.

Provision for Income Taxes

The provision for income tax benefit for the threemonths ended June 26, 2021 was $0.3 million, a decrease of $17.7 million, or 102% compared to the provision for income tax expense of$17.4 million for the three months ended June 27, 2020, primarily attributable to an increase in expenses incurred during the three monthsended June 26, 2021 that carry deferred tax impacts resulting in no effect on the annual estimated tax rate relative to pre-tax book income.

Net Loss

Net loss from continuing operations for the threemonths ended June 26, 2021 was $41.4 million, a decrease of $255.4 million, or 86%, compared to a net loss from continuing operationsof $296.8 million for the three months ended June 27, 2020. The decrease in net loss from continuing operations was mainly attributableto the decrease of $229.8 million in impairment expense as described above. In addition, the Company’s continued focus on cost efficiencywithin the corporate structure, which includes strategic headcount reductions, elimination of non-core functions and overhead in severaldepartments, and renegotiation of ancillary cost to the business has resulted in additional cost savings during the fiscal fourth quarterof 2021. Net loss attributable to non-controlling interest for the three months ended June 26, 2021 was $7.3 million, resulting in netloss of $38.9 million attributable to the shareholders of MedMen Enterprises Inc. compared to $156.8 million for the three months endedJune 27, 2020.

Non-GAAP Financial Measures

In addition to providing financial measurementsbased on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP. Management uses non-GAAPfinancial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, forfinancial and operational decision-making, for planning and forecasting purposes and to evaluate the Company’s financial performance.These non-GAAP financial measures (collectively, the “non-GAAP financial measures”) are:

In addition to providing financial measurementsbased on GAAP, the Company provides additional financial metrics that are not prepared in accordance with GAAP. Management uses non-GAAPfinancial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, forfinancial and operational decision-making, for planning and forecasting purposes and to evaluate the Company’s financial performance.Non-GAAP financial measures are financial measures that are not defined under GAAP. Management believes that these non-GAAP financialmeasures assess the Company’s ongoing business in a manner that allows for meaningful comparisons and analysis of trends in thebusiness, as they facilitate comparing financial results across accounting periods and to those of peer companies. The Company uses thesenon-GAAP financial measures and believes they enhance an investors’ understanding of the Company’s financial and operatingperformance from period to period. Management also believes that these non-GAAP financial measures enable investors to evaluate the Company’soperating results and future prospects in the same manner as management.

In particular, the Company continues to make investmentsin its cannabis properties and management resources to better position the organization to achieve its strategic growth objectives whichhave resulted in outflows of economic resources. Accordingly, the Company uses these metrics to measure its core financial and operatingperformance for business planning purposes. In addition, the Company believes investors use both GAAP and non-GAAP measures to assessmanagement’s past and future decisions associated with its priorities and allocation of capital, as well as to analyze how the businessoperates in, or responds to, swings in economic cycles or to other events that impact the cannabis industry. However, these measures donot have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies in theCompany’s industry. Accordingly, these non-GAAP financial measures are intended to provide additional information and should notbe considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

These non-GAAP financial measures exclude certainmaterial non-cash items and certain other adjustments the Company believes are not reflective of its ongoing operations and performance.These financial measures are not intended to represent and should not be considered as alternatives to net income, operating income orany other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measuresof liquidity. These non-GAAP financial measures have important limitations as analytical tools and should not be considered in isolationor as a substitute for any standardized measure under GAAP. For example, certain of these non-GAAP financial measures:

Other companies in the cannabis industry may calculatethese measures differently than the Company does, limiting their usefulness as comparative measures.

Retail Performance

Within the cannabis industry, MedMen is uniquelyfocused on the retail component of the value chain. For the fiscal fourth quarter of 2021, the Company is providing detail with respectto earnings before interest, taxes, depreciation and amortization (“EBITDA”) attributable to the Company’s nationalretail operations to show how it is leveraging its retail footprint and strategically investing in the future. The table below highlightsthe Company’s national Retail Adjusted EBITDA Margin (Non-GAAP), which excludes corporate marketing expenses, distribution expenses,inventory adjustments, and local cannabis and excise taxes. Entity-wide Adjusted EBITDA (Non-GAAP) is presented under “Reconciliationsof Non-GAAP Financial Measures”.

The non-GAAP retail performance measures demonstratethe Company’s four-wall margins which reflect the sales of the Company’s retail operations relative to the direct costs requiredto operate such dispensaries. Retail revenue is related to net sales from the Company’s stores, excluding non-retail revenue, suchas cultivation and manufacturing revenue. Similarly, retail cost of goods sold and direct store operating expenses are directly relatedto the Company’s retail operations. Non-Retail Revenue includes revenue from third-party wholesale sales. Non-Retail Cost of GoodsSold includes costs directly related to third-party wholesale sales produced by the Company’s cultivation and production facilities,such as packaging, materials, payroll, rent, utilities, security, etc. While third-party sales were not significant for the fiscal quarterended June 26, 2021, Non-Retail Cost of Goods Sold related to cultivation and wholesale operations was $3.9 million due to unallocatedoverages from increased production burn rate. Non-Retail Operating Expenses include ongoing costs related to the Company’s cultivationand wholesale operations, corporate spending, and depreciation and amortization. Non-Retail EBITDA Margin reflects the gross marginsof the Company’s cultivation and wholesale operations excluding any related operating expenses. To determine the Company’sfour-wall margins, certain costs that do not directly support the Company’s retail function are excluded from Retail Adjusted EBITDAMargin (Non-GAAP).

For the fiscal fourth quarter of 2021, retailrevenue was $40.7 million across the Company’s continuing operations in California, Nevada, Arizona, Illinois and Florida. Thisrepresents a 20% increase, or $6.9 million, over the fiscal third quarter of 2021 of $33.8 million. The increase in retail revenue fromcontinuing operations was driven primarily by increased consumer spending during the fiscal fourth quarter of 2021 wherein the numberof COVID-19 cases nationwide declined and vaccines became available, allowing certain states to reopen and slowly lift restrictions. Inparticular, the gradual reopening in California during the fiscal fourth quarter of 2021, which is the largest market in which the Companyoperates in, resulted in an increase in retail revenue of $4.9 million compared to the prior quarter. Similarly in Nevada, Las Vegas isstarting to return to normalcy with increased tourism during the fiscal fourth quarter of 2021 in which retail revenue increased $1.4million compared to the fiscal third quarter of 2021. The Company expects traffic levels to normalize as the Company’s key marketscontinue to recover from the pandemic. Retail Gross Margin Rate (Non-GAAP), which is Retail Gross Margin (Non-GAAP) divided by RetailRevenue (Non-GAAP), for the fiscal fourth quarter of 2021 was 55% compared to the fiscal third quarter of 2021 of 56%. Retail Gross Margin(Non-GAAP) is Retail Revenue (Non-GAAP) less the related Retail Cost of Goods Sold (Non-GAAP). The Company had an aggregate Retail AdjustedEBITDA Margin Rate (Non-GAAP), which is Retail Adjusted EBITDA Margin (Non-GAAP) divided by Retail Revenue (Non-GAAP), of 22% for thefiscal fourth quarter of 2021 which represents a decrease compared to the 24% realized in the fiscal third quarter of 2021 primarily dueto direct store operating expenses which include, but are not limited to, rent, utilities, payroll and payroll related expenses, employeebenefits, and security. Direct store operating expenses increased $2.8 million, or 26%, compared to the fiscal third quarter of 2021,primarily driven by higher general and administrative expenses and local tax adjustments during the current period.

Corporate SG&A

Corporate-level general and administrative expensesacross various functions including Marketing, Legal, Retail Corporate, Technology, Accounting and Finance, Human Resources and Security(collectively referred to as “Corporate SG&A”) are combined to account for a significant proportion of the Company’stotal general and administrative expenses. For the current reporting period, Corporate SG&A now includes pre-opening expenses of $4.7million and $5.4 million for the fiscal quarter ended June 26, 2021 and March 27, 2021, respectively, which were presented as non-CorporateSG&A in prior periods. Pre-opening expenses is excluded from Retail Adjusted EBITDA Margin (Non-GAAP) and thus more appropriatelyclassified as Corporate SG&A.

For the fiscal fourth quarter of 2021, AdjustedEBITDA from Continuing Operations (Non-GAAP) includes Corporate SG&A (Non-GAAP) of $16.8 million, representing an increase of $0.4million, or 2%, from the $16.4 million that Corporate SG&A (Non-GAAP) contributed to Adjusted EBITDA Loss from Continuing Operations(Non-GAAP) in the fiscal third quarter of 2021. The increase was related to higher accounting and legal fees as well as salaries and benefits.

Reconciliations of Non-GAAP Financial Measures

The table below reconciles Net Loss to AdjustedNet Loss from Continuing Operations (Non-GAAP) for the periods indicated.

The table below reconciles Adjusted Net Loss toEBITDA from Continuing Operations (Non-GAAP) and Adjusted EBITDA from Continuing Operations (Non-GAAP) for the periods indicated.