MDJM LTD Announces Pricing of Upsized $6.0 Million Public Offering

MDJM LTD (Nasdaq: UOKA) priced an upsized public offering of 4,280,000 units at $1.40 per unit, with each unit containing one Class A ordinary share and one Series A warrant.

Rhea-AI Summary

MDJM LTD (Nasdaq: UOKA) priced an upsized public offering of 4,280,000 units at $1.40 per unit, with each unit containing one Class A ordinary share and one Series A warrant. Gross proceeds are expected to be approximately $6.0 million before expenses. The offering is expected to close on or about February 11, 2026.

Each Series A warrant expires one year after issuance, is immediately exercisable at 100% of the public offering price and may adjust to 70% and 50% of the initial exercise price on the fourth and eighth trading days post-closing; a zero cash exercise option and a 45-day underwriter option to purchase up to 642,000 additional shares/warrants were also granted.

Positive

• Gross proceeds of approximately $6.0 million
• Offering upsized to 4,280,000 units
• Warrants include a zero cash exercise option for holders

Negative

• Potential shareholder dilution from warrants and up to 642,000 additional shares
• Series A warrants expire in one year, possible near-term sell pressure

Argus Feb 10 session

-72.23% close to close Open Argus

Details

News Market Reaction – UOKA

On Feb 10, the day this news came out, UOKA closed 72.23% below the previous close.

Data tracked by StockTitan Argus for the Feb 10 session.

Market Context

On Feb 10, the day this news came out, the stock closed 72.2% below the previous close. A negative r...

Analysis

On Feb 10, the day this news came out, the stock closed 72.2% below the previous close. A negative reaction despite positive news fits patterns where capital raises introduce dilution overhang. The company’s upsized $6.0 million offering, including 4,280,000 units and a 45-day over-allotment option, materially expands equity-linked securities. With only one mild prior offering-tag move of +0.58%, a sharp downside response would not contradict long-term trading uncertainty around financings.

Key Figures

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

Units offered

4,280,000 units

Upsized public offering size

Offering price

$1.40 per unit

Public offering price for each unit

Gross proceeds

$6.0 million

Expected before fees and warrant exercise

Underwriter option period

45 days

Duration of over-allotment option

Over-allotment size

642,000 shares/warrants

Additional Class A shares and/or Series A warrants

Warrant term

1 year

Expiration from issuance of Series A warrants

Initial exercise price

100% of $1.40

Series A warrant exercise price, subject to resets

Zero-cash exchange ratio

1.5 shares per warrant

Shares received under zero cash exercise option

Previous Offering Reports

1 past event · Latest: Sep 02

Same Type 1 event

1. Sep 02

   Hospitality expansion

   24h Move

   +0.6%

   New themed bar opening at Robin Hill Hotel to diversify hospitality revenue.

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

Key Terms

warrant, series a warrant, zero cash exercise option, form f-1, +1 more

5 terms

warrant financial

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

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

series a warrant financial

"Each Series A warrant will expire one year from the issuance, will be immediately..."

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, pursuant..."

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.

form f-1 regulatory

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

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

rule 462(b) regulatory

"and a registration statement on Form F-1 filed pursuant to Rule 462(b) of the..."

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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

LETHAM, Scotland, Feb. 10, 2026 /PRNewswire/ -- MDJM LTD (Nasdaq: UOKA) (the "Company" or "MDJM"), an integrated global culture innovation company, today announced the pricing 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.

Gross proceeds to the Company, before deducting underwriting discounts and other offering expenses and excluding the exercise of any Series A warrants, are expected to be approximately $6.0 million. The offering is expected to close on or about February 11, 2026, subject to the satisfaction of customary closing conditions. 

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

The Company has granted the underwriters a 45-day option to purchase up to an additional 642,000 Class A ordinary shares and/or additional Series A warrants to purchase up to 642,000 Class A ordinary shares, at its respective public offering price less underwriting discounts.

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 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, was filed with the SEC and became effective on February 10, 2026. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities 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: 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-upsized-6-0-million-public-offering-302683796.html

SOURCE MDJM LTD

FAQ

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

What did MDJM LTD (UOKA) announce on February 10, 2026 about its public offering?

According to the company, MDJM priced an upsized offering of 4,280,000 units at $1.40 per unit, expected to raise about $6.0 million before expenses and close on or about February 11, 2026.

What does each unit in MDJM's (UOKA) offering include and how do the Series A warrants work?

Each unit contains one Class A ordinary share and one Series A warrant. According to the company, warrants are exercisable immediately, expire in one year, and adjust to 70% and 50% of initial price on specified trading days.

How could MDJM's (UOKA) offering affect shareholder dilution?

The offering may dilute existing shareholders because it issues new shares and warrants. According to the company, underwriters also have a 45-day option to buy up to 642,000 additional shares or warrants.

What is the zero cash exercise option for MDJM (UOKA) Series A warrants?

According to the company, holders may use a zero cash exercise to exchange each warrant for 1.5 Class A ordinary shares that would otherwise be issuable on a cash exercise, allowing cashless conversion.

Where can investors find the MDJM (UOKA) prospectus and filing details for the offering?

According to the company, the registration statement was declared effective on February 9–10, 2026 and a final prospectus will be filed with the SEC and available at www.sec.gov and from Maxim Group LLC's syndicate department.