MDJM LTD (NASDAQ: UOKA) AGM backs dual-class shares, board re-elections

Rhea-AI Filing Summary

MDJM LTD reported the results of its 2025 annual general meeting, where shareholders approved all resolutions on the agenda. Shareholders re-elected five directors — Siping Xu, Yuan Gong, Zhenlei Hu, Liding Sun, and Wei Guan — each to serve until the next annual general meeting, with roughly 423,000 votes cast in favor for each and only a few thousand against.

RBSM LLP was re-appointed as independent registered public accounting firm for the fiscal year ending December 31, 2025. Shareholders also approved a new dual-class structure by authorizing Class A and Class B ordinary shares, redesignating existing and authorized but unissued ordinary shares into these classes, and adopting second amended and restated memorandum and articles of association. A related consent resolution approving modifications to ordinary share rights also passed. In total, 426,224 votes, representing 39.88% of exercisable votes as of the record date, were present in person or by proxy.

Insights

Corporate governance and capital structure analyst

Shareholders backed all AGM items, including a new dual-class share structure and refreshed governing documents.

The meeting confirmed continuity in MDJM LTD's leadership, as all five nominated directors were re-elected with over 423,000 votes cast in favor for each and very limited opposition or abstentions. Re-appointment of RBSM LLP as auditor for the year ending December 31, 2025 maintains consistency in financial oversight.

A key development is shareholder approval of a dual-class share structure, creating Class A and Class B ordinary shares with rights defined in newly adopted second amended and restated memorandum and articles of association. Existing authorized and issued ordinary shares, including 408,000 held by MDJH LTD, were redesignated into the new classes, along with 931,314 authorized but unissued shares. A consent resolution formalized modifications to ordinary share rights. Overall turnout was 426,224 votes, or 39.88% of exercisable votes at the August 20, 2025 record date.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-38768

MDJM LTD

Fernie Castle, Letham

Cupar, Fife, KY15 7RU
United Kingdom
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Results of MDJM LTD’s 2025 Annual General Meeting

At the 2025 annual general meeting of shareholders of MDJM LTD (the “Company”) held on September 22, 2025, at 10:00 a.m., Eastern Time, the shareholders of the Company approved and adopted resolutions authorizing the following:

	1.	To re-elect Mr. Siping Xu as a director of the Company to hold office until the next annual general meeting;
	2.	To re-elect Mr. Yuan Gong as a director of the Company to hold office until the next annual general meeting;
	3.	To re-elect Mr. Zhenlei Hu as a director of the Company to hold office until the next annual general meeting;
	4.	To re-elect Mr. Liding Sun as a director of the Company to hold office until the next annual general meeting;
	5.	To re-elect Mr. Wei Guan as a director of the Company to hold office until the next annual general meeting;
	6.	To re-appoint RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
	7.	To authorize, establish and designate two new classes of ordinary shares of US$0.025 par value each (the “Ordinary Shares”), being Class A Ordinary Shares (the “Class A Shares”) and Class B Ordinary Shares (the “Class B Shares”), with each of the Class A Shares and Class B Shares having the rights and privileges set out in the second amended and restated memorandum and articles of association of the Company (the Amended and Restated Articles);
	8.	To redesignate: (i)       408,000 authorized and issued Ordinary Shares held by MDJH LTD as Class B Shares; (ii)      660,686 of the authorized and issued Ordinary Shares, not including those held by MDJH LTD, as Class A Shares; and (iii)     931,314 of the authorized but unissued Ordinary Shares as Class A Shares; (together, the “Re-Designation of Share Capital”);
	9.	To adopt the Amended and Restated Articles in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association (the “Existing Articles”); and
	10.	To consent, for the purposes of article 2.7 of the Company’s Existing Articles, as applicable, to any modification of rights of the Ordinary Shares effected by the Re-Designation of Share Capital (the “Consent to Modification of Ordinary Share Rights”).

A total of 426,224 votes, representing 39.88% of the votes exercisable as of August 20, 2025, the record date, were present in person or by proxy at the 2025 annual general meeting. The results of the votes were as follows:

Resolution		For				Against				Abstain
Re-election of Mr. Siping Xu			423,411				2,813				0
Re-election of Mr. Yuan Gong			423,405				2,813				6
Re-election of Mr. Zhenlei Hu			423,404				2,814				6
Re-election of Mr. Liding Sun			423,421				2,797				6
Re-election of Mr. Wei Guan			423,422				2,796				6
Re-appointment of RBSM LLP			423,459				2,766				0
The authorization, establishment, and designation of new classes of shares			422,396				3,827				0
The re-designation of share capital			422,397				3,803				24
The adoption of the second amended and restated memorandum and articles of association			422,419				3,796				8
The consent to the modification of ordinary share rights			422,404				3,796				24

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MDJM LTD
Date: September 23, 2025	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chairman of the Board of Directors

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FAQ

What did MDJM LTD (UOKA) shareholders approve at the 2025 AGM?

Shareholders approved all resolutions, including re-election of five directors, re-appointment of RBSM LLP as auditor, creation of Class A and Class B ordinary shares, redesignation of existing and authorized but unissued ordinary shares into these classes, adoption of second amended and restated memorandum and articles of association, and consent to modifications of ordinary share rights.

Which directors of MDJM LTD (UOKA) were re-elected at the 2025 AGM?

Shareholders re-elected Siping Xu, Yuan Gong, Zhenlei Hu, Liding Sun, and Wei Guan as directors to hold office until the next annual general meeting, with each receiving approximately 423,000 votes in favor and only a few thousand votes against.

Did MDJM LTD (UOKA) change its share structure at the 2025 AGM?

Yes. Shareholders authorized and established two new classes of ordinary shares, Class A and Class B, and approved the redesignation of existing and authorized but unissued ordinary shares into these classes, as set out in the second amended and restated memorandum and articles of association.

How were MDJM LTD (UOKA) ordinary shares redesignated under the AGM resolutions?

The resolutions redesignated 408,000 authorized and issued ordinary shares held by MDJH LTD as Class B shares, 660,686 authorized and issued ordinary shares (excluding those held by MDJH LTD) as Class A shares, and 931,314 authorized but unissued ordinary shares as Class A shares as part of the Re-Designation of Share Capital.

What were the vote totals and turnout at MDJM LTD (UOKA)'s 2025 AGM?

A total of 426,224 votes, representing 39.88% of the votes exercisable as of the August 20, 2025 record date, were present in person or by proxy. Each resolution received more than 422,000 votes in favor, with only a few thousand against or abstaining.

Who will audit MDJM LTD (UOKA) for the fiscal year ending December 31, 2025?

Shareholders approved the re-appointment of RBSM LLP as MDJM LTD's independent registered public accounting firm for the fiscal year ending December 31, 2025, with 423,459 votes for, 2,766 against, and no abstentions.