MDJM LTD Announces Pricing of $2.5 Million Registered Direct Offering

Rhea-AI Summary

MDJM LTD (Nasdaq: UOKA) priced a registered direct offering of 24,600,000 Class A ordinary shares at $0.1015 per share, raising estimated gross proceeds of approximately $2.5 million before fees. The offering is expected to close on or about March 2, 2026, subject to customary conditions.

Maxim Group is acting as sole placement agent and the shares are offered under a Form F-3 shelf registration declared effective March 6, 2023. A prospectus supplement will be filed with the SEC.

Positive

• Gross proceeds of approximately $2.5 million
• Placement agent engagement: Maxim Group sole placement agent
• Offering made under an effective Form F-3 shelf registration

Negative

• Share dilution: issuance of 24,600,000 new Class A ordinary shares
• Low offering price of $0.1015 per share may pressure market price
• Expected near-term close on or about March 2, 2026, accelerating dilution

News Market Reaction – UOKA

-61.90% 2.5x vol

24 alerts

-61.90% Session close to close

+8.8% Peak Tracked

-68.4% Trough Tracked

$1.12M Market Cap

2.5x Rel. Volume

In the Feb 27 session, UOKA declined 61.90%, reflecting a significant negative market reaction. Argus tracked a peak move of +8.8% during that session. Argus tracked a trough of -68.4% from its starting point during tracking. Our momentum scanner triggered 24 alerts that day, indicating elevated trading interest and price volatility. Trading volume was elevated at 2.5x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -61.9% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -61.9% in the session following this news. A negative reaction despite the cash inflow would have fit the company’s historical pattern around financings. Prior tagged offering events in February 2026 saw average 1-day moves of -28.98%, reflecting sensitivity to dilution and complex warrant structures. With shares already trading far below the $6.1423 52-week high and under the $2.47 200-day MA, additional weakness could have reinforced concerns about repeated equity issuance.

Key Figures

Shares offered: 24,600,000 shares Offering price: $0.1015 per share Gross proceeds: $2.5 million +5 more

8 metrics

Shares offered 24,600,000 shares Class A ordinary shares in registered direct offering

Offering price $0.1015 per share Registered direct offering pricing

Gross proceeds $2.5 million Estimated before fees and expenses

Expected closing date March 2, 2026 Planned closing of registered direct offering

Share price $0.21 Pre-news current price

Daily move 10.18% Pre-news 24h price change

Today’s volume 86,152,988 shares Trading volume before news

Relative volume 4.13x Vs 20-day average volume

Previous Offering Reports

3 past events · Latest: Feb 11 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 11	Offering closing	Negative	-15.3%	Closing of upsized $6.0M public unit offering with Series A warrants.
Feb 10	Offering pricing	Negative	-72.2%	Pricing of upsized $6.0M public offering of units with resettable warrants.
Sep 02	Hospitality expansion	Positive	+0.6%	Opening of Time and Stars bar at Robin Hill Hotel as new revenue stream.

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

Pattern Detected

For tagged 'offering' events, the average 1-day move has been -28.98%, with prior financings generally followed by negative price reactions.

Recent Company History

Over the past year, MDJM’s key tagged events have centered on equity offerings and capital-raising. On Feb 10–11, 2026, the company priced and then closed an upsized $6.0 million unit offering at $1.40, each unit including a one-year Series A warrant; the stock fell 72.23% and 15.28% after those announcements. A September 2025 update on opening the Time and Stars bar at Robin Hill Hotel saw a modest 0.58% gain. Today’s registered direct offering continues this financing-driven news pattern.

Key Terms

registered direct offering, securities purchase agreements, placement agent, form f-3, +1 more

5 terms

registered direct offering financial

"announced the sale of an aggregate of 24,600,000 Class A ordinary shares ... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreements financial

"The Company will enter into securities purchase agreements with certain investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

placement agent financial

"Maxim Group LLC is acting as the sole placement agent in connection with the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

form f-3 regulatory

"pursuant to a ... registration statement on Form F-3 (File No. 333-261347)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"The offering will be made only by means of a prospectus supplement that forms a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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

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LETHAM, Scotland, Feb. 27, 2026 /PRNewswire/ -- MDJM LTD (Nasdaq: UOKA) (the "Company" or "MDJM"), an integrated global culture innovation company, today announced the sale of an aggregate of 24,600,000 Class A ordinary shares (the "Ordinary Shares") in a registered direct offering with several institutional investors. The Ordinary Shares are being sold at an offering price of $0.1015 per share. The Company will enter into securities purchase agreements with certain investors participating in the offering.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $2.5 million before deducting the placement agent's fees and other estimated offering expenses payable by the Company. The offering is expected to close on or about March 2, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The Ordinary Shares are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-261347), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on March 6, 2023. The offering will be made only by means of a prospectus supplement that forms a part of such registration statement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the Ordinary Shares will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

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: statements regarding the completion of the offering; the satisfaction of customary closing conditions related to the offering; 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-pricing-of-2-5-million-registered-direct-offering-302699864.html

SOURCE MDJM LTD

FAQ

How many shares did MDJM LTD (UOKA) offer in the registered direct offering on February 27, 2026?

MDJM offered 24,600,000 Class A ordinary shares in the registered direct offering. According to the company, the shares were sold at $0.1015 per share, for estimated gross proceeds of about $2.5 million.

What proceeds did MDJM LTD (UOKA) expect from the February 27, 2026 offering and are fees included?

The company expected approximately $2.5 million in gross proceeds before fees and offering expenses. According to the company, placement agent fees and other estimated expenses will be deducted at closing.

When will the MDJM LTD (UOKA) registered direct offering close and what conditions apply?

The offering is expected to close on or about March 2, 2026, subject to customary closing conditions. According to the company, completion depends on satisfaction of contractual and regulatory closing requirements.

Who is handling the placement for MDJM LTD (UOKA)'s offering and where can the prospectus be obtained?

Maxim Group is acting as the sole placement agent for the offering. According to the company, the prospectus supplement will be filed with the SEC and available on www.sec.gov or from Maxim Group.

At what price per share did MDJM LTD (UOKA) sell shares in the February 27, 2026 offering?

Shares were sold at $0.1015 per share in the registered direct offering. According to the company, that price results in estimated gross proceeds of approximately $2.5 million before expenses.

Will the MDJM LTD (UOKA) offering increase shareholder dilution and how immediate is the impact?

Yes, issuance of 24,600,000 new Class A shares will increase dilution for existing holders once closed. According to the company, the offering is expected to close on or about March 2, 2026, creating near-term impact.