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 February 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:
Underwritten Follow-on Offering
On February 11, 2026, MDJM LTD (the
“Company”), closed its underwritten follow-on offering (the “Offering”) of 4,280,000 units
(each, an “Unit,” and, collectively, the “Units”), with each Unit consisting of (i) one
Class A ordinary share, par value $0.025 per share (each, a “Class A Ordinary Share,” and,
collectively, the “Class A Ordinary Shares”) and (ii) one Series A warrant to purchase one
Class A Ordinary Share (each, a “Series A Warrant,” and, collectively, the “Series A
Warrants”), at a public offering price of $1.40 per Unit, for aggregate gross proceeds to the Company of approximately $6
million, before deducting underwriting discounts and offering expenses payable by the Company. The Company also granted the underwriters an over-allotment option exercisable for up to forty-five (45) days after the date of the Offering,
which permits the underwriters to purchase a maximum of 642,000 additional Class A Ordinary Shares and/or 642,000 additional Series A
Warrants to purchase Class A Ordinary Shares.
The Series A Warrants have a one-year term,
are immediately exercisable after issuance, and have an initial exercise price of $1.40 per Class A Ordinary Share. On the 4th
and 8th trading day following the closing of the Offering, the exercise price of the Series A Warrants will be reduced
to 70% and 50% of the initial exercise price, or $0.98 and $0.70 per Class A Ordinary Share, respectively. Upon each adjustment to
the exercise price for the Series A Warrants, the number of issuable shares underlying the Series A Warrants will be proportionally
increased so that the aggregate exercise price of the Series A Warrants will remain the same. The Series A Warrants also provide
for a zero exercise price option, in which the holder will receive 1.5 Class A Ordinary Shares that would be issuable upon a cash
exercise of the Series A Warrant, without payment of additional consideration.
The securities in the Offering were offered pursuant
to the Company’s registration statement on Form F-1 (File No. 333-292953), which was filed with the U.S. Securities and
Exchange Commission (the “SEC”) on January 26, 2026 and declared effective by the SEC on February 9, 2026,
and registration statement on Form F-1 (File No. 333-293329), which 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 conducted pursuant to an underwriting
agreement, dated February 10, 2026 (the “Underwriting Agreement”), by and between the Company and Maxim Group
LLC, as the sole book-running manager in connection with the Offering. Underwriting discounts equaled 7% of the gross proceeds of the Offering, and the Company also agreed to reimburse Maxim Group LLC for
certain of its offering-related expenses in the amount of $80,000.
Copies of the Underwriting Agreement and the form
of the Series A Warrant are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. The
foregoing summaries of the terms of the Underwriting Agreement and the Series A Warrants 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 10, 2026 announcing the pricing of the Offering and a press release on February 11, 2026 announcing
the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Series A
Warrant |
| 10.1 |
|
Underwriting Agreement
entered into by and between the Company and Maxim Group LLC, dated February 10, 2026 |
| 99.1 |
|
Press Release – MDJM
LTD Announces Pricing of Upsized $6.0 Million Public Offering |
| 99.2 |
|
Press Release – MDJM
LTD Announces Closing of Upsized $6.0 Million Public 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 |
| |
|
| Date: February 11, 2026 |
By: |
/s/ Siping Xu |
| |
Name: |
Siping Xu |
| |
Title: |
Chairman of the Board of Directors |
Exhibit 99.1
MDJM LTD Announces
Pricing of
Upsized $6.0
Million Public Offering
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
Exhibit 99.2
MDJM LTD Announces Closing of Upsized $6.0 Million
Public Offering
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
