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 March 2026
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:
Registered Direct Offering
On March 2, 2026, MDJM LTD (the “Company”)
closed a registered direct offering (the “Offering”) and issued and sold 24,600,000 Class A ordinary shares of the Company,
par value $0.025 per share (the “Shares”), to certain institutional investors at a purchase price of $0.1015 per share. The
Company received $2,496,900 in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses.
The Shares were offered by the Company pursuant
to a registration statement on Form F-3 (File No.333-261347), as amended (the “Registration Statement”), initially filed with
the U.S. Securities and Exchange Commission (the “Commission”) on November 24, 2021 and declared effective by the Commission
on March 6, 2023, and a prospectus supplement to the Registration Statement filed with the Commission on March 2, 2026 (the “Prospectus
Supplement”).
In connection with the Offering, on February 27,
2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors
participating in the Offering. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary
conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.
On February 27, 2026, the Company entered into
a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”),
pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. The Placement
Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In addition, under the Placement Agency Agreement,
the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%) of the aggregate gross proceeds
raised from the sale of the Shares. The Company also agreed to reimburse the Placement Agent for its reasonable actual out-of-pocket
expenses in connection with the Offering in an amount not to exceed $60,000.
Copies of the Placement Agency Agreement and the
form of the Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
The foregoing summaries of the terms of the Placement Agency Agreement and the Purchase Agreement are subject to and qualified in their
entirety by each such document.
In connection with the Offering, the Company issued
a press release on February 27, 2026 announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit
99.1.
A copy of the opinion of BGA Law (Cayman) Limited
relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
This report is incorporated by reference into
the Registration Statement, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of BGA Law (Cayman)
Limited |
| 10.1 |
|
Placement
Agency Agreement, dated February 27, 2026, by and between the Company and Maxim Group LLC |
| 10.2 |
|
Form of
Securities Purchase Agreement, dated February 27, 2026 by and between the Company and the purchasers thereto |
| 23.1 |
|
Consent of BGA Law (Cayman) Limited (included in Exhibit
5.1) |
| 99.1 |
|
Press Release - MDJM LTD
Announces Pricing of $2.5 Million Registered Direct Offering |
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 |
| |
|
| |
By: |
/s/ Siping Xu |
| |
Name: |
Siping Xu |
| |
Title: |
Chief Executive Officer, Chairman of the Board of Directors, and Director |
Date: March 2, 2026
Exhibit 99.1
MDJM LTD Announces Pricing of $2.5 Million Registered
Direct Offering
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
