MDJM LTD Announces Closing of Upsized $6.0 Million Public Offering

MDJM LTD (Nasdaq: UOKA) closed an upsized public offering of 4,280,000 units at $1.40 per unit, producing approximately $6.0 million gross proceeds.

Rhea-AI Summary

MDJM LTD (Nasdaq: UOKA) closed an upsized public offering of 4,280,000 units at $1.40 per unit, producing approximately $6.0 million gross proceeds. Each unit includes one Class A ordinary share and one Series A warrant with a one-year life and staged exercise-price adjustments.

The underwriter received a 45-day overallotment option; 642,000 Series A warrants were partially exercised on Feb 10, 2026. Registration statements on Form F-1 became effective Feb 9–10, 2026. MaxIm Group LLC acted as sole book-running manager.

Positive

• Gross proceeds of approximately $6.0 million
• Offering was upsized to 4,280,000 units
• Underwriter option partially exercised for 642,000 Series A warrants

Negative

• Issuance causes immediate shareholder dilution via 4,280,000 new shares
• Potential further dilution from warrants exercisable at reduced prices
• Zero-cash exercise can create 1.5 shares per warrant, increasing dilution

Argus Feb 12 session

-15.28% close to close Open Argus

Details

News Market Reaction – UOKA

On Feb 12, the first trading day after this news, UOKA closed 15.28% below the previous close.

Data tracked by StockTitan Argus for the Feb 12 session.

Market Context

On Feb 12, the first trading day after this news, the stock closed 15.3% below the previous close. T...

Analysis

On Feb 12, the first trading day after this news, the stock closed 15.3% below the previous close. The decline reflects prior patterns where offering-related news averaged a -35.83% move, with the recent pricing drop of -72.23% highlighting sensitivity to dilution. Closing an upsized $6.0 million unit deal with short-dated, resettable warrants and zero cash exercise terms added significant potential share expansion. With the stock already trading well below its 200-day MA, such financing terms have historically weighed heavily on sentiment.

Key Figures

Gross proceeds: US$6.0 million Units offered: 4,280,000 units Unit price: $1.40 per unit +5 more

Gross proceeds

US$6.0 million

Total gross from upsized public offering before fees

Units offered

4,280,000 units

Upsized public offering size

Unit price

$1.40 per unit

Public offering price per unit

Over-allotment warrants

642,000 Series A warrants

Underwriter’s option; partially exercised for warrants

Underwriter option period

45 days

Duration of option for extra shares/warrants

Zero cash exercise ratio

1.5 shares per warrant

Shares receivable on zero cash exercise of each warrant

Warrant reset level 1

70% of initial exercise price

Reset on 4th trading day after closing

Warrant reset level 2

50% of initial exercise price

Reset on 8th trading day after closing

Previous Offering Reports

2 past events · Latest: Feb 10

Same Type 2 events

1. Feb 10

   Unit offering pricing

   24h Move

   -72.2%

   Priced upsized 4,280,000-unit public offering targeting about $6.0M gross proceeds.

2. Sep 02

   Hotel bar opening

   24h Move

   +0.6%

   Announced opening of Time and Stars bar to diversify hotel revenue streams.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

series a warrant, zero cash exercise option, registration statement on form f-1, rule 462(b), +2 more

6 terms

series a warrant financial

"Each unit consists of one Class A ordinary share and one Series A warrant..."

A Series A warrant is a contract issued alongside a company’s early funding round that gives the holder the right to buy a set number of shares later at a fixed price. Think of it like a coupon that lets an investor purchase stock at today’s agreed price even if the company’s value rises; it can boost potential upside for the warrant holder and create dilution for existing shareholders, so investors watch them when assessing ownership and future share value.

zero cash exercise option financial

"The Series A warrants may also be exercised on a zero cash exercise option..."

A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.

registration statement on form f-1 regulatory

"A registration statement on Form F-1 (File No. 333-292953) was filed..."

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

rule 462(b) regulatory

"...filed with the SEC pursuant to Rule 462(b) of the Securities Act of 1933..."

Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.

prospectus regulatory

"The offering was made only by means of a prospectus forming part..."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

public offering financial

"...announced the closing of its upsized public offering of 4,280,000 units..."

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LETHAM, Scotland, Feb. 11, 2026 /PRNewswire/ -- MDJM LTD (Nasdaq: UOKA) (the "Company" or "MDJM"), an integrated global culture innovation company, today announced the closing of its upsized public offering of 4,280,000 units at a public offering price of $1.40 per unit. Each unit consists of one Class A ordinary share and one Series A warrant to purchase one Class A ordinary share.

Each Series A warrant will expire one year from the issuance, will be immediately exercisable upon issuance at an initial exercise price equal to 100% of the public offering price, subject to adjustment on the fourth and eighth trading days following the closing of the offering to 70% and 50%, respectively, of the initial exercise price, and the number of Class A ordinary shares underlying the Series A warrants will be proportionally increased. The Series A warrants may also be exercised on a zero cash exercise option, pursuant to which the holder may exchange each warrant for 1.5 Class A ordinary shares that are issuable on a cash exercise of the Series A warrants.

The Company has granted the underwriter a 45-day option to purchase up to 642,000 additional Class A ordinary shares and/or 642,000 additional Series A warrants, at its respective public offering price less underwriting discounts, to cover any over-allotment. On February 10, 2026, the underwriter partially exercised such option with respect to 642,000 Series A warrants.

The Company received total gross proceeds of approximately US$6.0 million, before deducting underwriting discounts and other offering expenses.

Maxim Group LLC acted as sole book-running manager in connection with the offering.

A registration statement on Form F-1 (File No. 333-292953) was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on February 9, 2026 and a registration statement on Form F-1 was filed with the SEC pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and became effective on February 10, 2026. The offering was made only by means of a prospectus forming part of the effective registration statements. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at www.sec.gov.

This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About MDJM LTD

MDJM LTD is a global culture innovation company focused on cultural IP development, animation production, international licensing, and cultural venue operations. The Company has been expanding its operations in the UK, where it is developing projects such as Fernie Castle in Scotland and the Robin Hill Property in England. These properties are being remodeled into multi-functional cultural venues that will feature fine dining, hospitality services, art exhibitions, and cultural exchange events. Fernie Castle is undergoing comprehensive architectural and landscape renovation planning in design collaboration with renowned architectural firm Kengo Kuma & Associates. As part of its broader strategy, MDJM is collaborating with select European animation studios to develop animated short films that blend Eastern themes with Western artistry. The Company aims to integrate Eastern philosophy with international artistic practices, creating a global cultural ecosystem built on storytelling and immersive experience. This initiative reflects the Company's commitment to furthering its global market expansion and enhancing its cultural business footprint. For more information regarding the Company, please visit https://www.ir-uoka.com/. 

Forward-Looking Statements

This announcement contains forward-looking statements. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things: the Company's future operating or financial results; the Company's liquidity; and other factors listed from time to time in the Company's filings with the SEC. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's annual report on Form 20-F and its other filings with the U.S. Securities and Exchange Commission.

Investor Contact

Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: sherry@wavecrestipo.com 

View original content:https://www.prnewswire.com/news-releases/mdjm-ltd-announces-closing-of-upsized-6-0-million-public-offering-302685642.html

SOURCE MDJM LTD

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many units did MDJM LTD (UOKA) sell in the February 11, 2026 offering?

MDJM sold 4,280,000 units in the upsized offering. According to the company, each unit comprised one Class A ordinary share and one Series A warrant, priced at $1.40 per unit, producing gross proceeds of about $6.0 million.

What are the key terms of the Series A warrants issued to UOKA investors?

Series A warrants expire one year after issuance and are immediately exercisable. According to the company, initial exercise equals the public offering price, adjusts to 70% and 50% on specified trading days, and allows a zero-cash option exchanging each warrant for 1.5 shares.

Did MDJM (UOKA) grant an overallotment option and was it exercised?

Yes, the company granted a 45-day option to buy additional securities to cover over-allotments. According to the company, the underwriter partially exercised the option on Feb 10, 2026, for 642,000 Series A warrants.

How much money did MDJM (UOKA) raise from the offering before expenses?

MDJM received approximately $6.0 million in gross proceeds from the offering. According to the company, that amount is before deducting underwriting discounts and other offering expenses and reflects the upsized unit sale.

Where can investors find the registration and prospectus for the UOKA offering?

The final prospectus and registration statements are available on the SEC website. According to the company, the Form F-1 registration became effective Feb 9–10, 2026 and the prospectus was filed with the SEC.

What shareholder impact should investors expect from UOKA's new offering?

Investors should expect immediate and potential future dilution from new shares and warrants. According to the company, units issued plus warrant mechanics and zero-cash exercise features can increase outstanding shares if warrants are converted or exercised.