[6-K] MDJM LTD Ordinary Share Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 17 June 2025, Thumzup Media Corporation ("TZUP") filed a Form 8-K announcing an amendment to its Articles of Incorporation that creates a new class of equity, the Series C Convertible Preferred Stock.

Key terms of the Series C:

• Shares authorized: 200,000
• Par value: $0.001 per share
• Stated value: $60.00 per share
• Ranking: Junior to existing Series A and Series B preferred, senior to common stock and any future preferred stock
• Voting rights: Vote with common stock on an as-converted basis
• Liquidation preference: Participates on an as-converted basis after Series A and Series B holders
• Conversion mechanics: Price subject to customary anti-dilution adjustments; post-conversion ownership capped at 4.99 % or 9.99 % (at holder’s election) to limit concentration

The amendment is documented in the Certificate of Designation (Exhibit 3.1), incorporated by reference in the filing. No details on actual issuance, pricing, or use of proceeds were disclosed.

For investors, this move modifies Thumzup’s capital structure, giving the board a new financing instrument that could raise up to approximately $12 million in stated value if fully issued (200,000 × $60). While the Series C offers flexibility for future capital raises, its seniority over common stock and potential conversion into common shares introduce dilution and priority considerations for existing common shareholders.

Insights

Corporate Governance Expert

TL;DR: New Series C preferred adds financing flexibility but elevates preferred stack above common, introducing dilution and liquidation subordination risk.

The board’s adoption of a 200,000-share Series C class provides a ready vehicle for structured capital without common shareholder approval. Voting on an as-converted basis maintains proportional governance, but ranking senior to common stock means any future issuance diverts liquidation value ahead of common holders. The 4.99 %/9.99 % ownership cap is a standard anti-takeover device, signalling the company seeks broad investor participation rather than a controlling stake. Absent issuance details, the filing is capital-structure housekeeping rather than an immediate value event.

Securities Analyst

TL;DR: Series C gives Thumzup up to $12 m in stated value capacity; effect depends on eventual pricing and conversion terms—neutral for now.

The stated value implies potential capital proceeds sufficient to fund near-term growth initiatives, yet the absence of an accompanying financing agreement leaves cash-flow impact unknown. Anti-dilution adjustments protect investors, while the beneficial-ownership limit avoids excessive post-conversion float. Common shareholders face prospective dilution if Series C converts, but actual magnitude hinges on the as-yet-undisclosed conversion price. Net impact: watchful neutral until issuance specifics emerge.

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 June 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 ¨

 On June 18, 2025, MDJM LTD, a Cayman Islands company (the “Company”), received a letter (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that the Nasdaq Hearings Panel (the “Panel”) had determined that the Company had regained compliance with the minimum closing bid price required for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Notification Letter confirmed that, since the Company had evidenced a closing bid price in excess of the $1.00 Minimum Bid Price Requirement for the 20 consecutive trading days from May 20 through June 17, 2025, the Company had complied with the first part of the exception set forth in the Panel’s decision dated June 10, 2025.

The Notification Letter reminded the Company that, should the Company fail to maintain compliance with any listing rule prior to October 20, 2025, the Panel would permit the Company to provide a written statement within seven days of the deficiency notification regarding such matter. The Panel will then consider whether it is willing to grant an additional exception to cure the new listing deficiency. This milestone must be reached to achieve full compliance.

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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: June 20, 2025	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chairman of the Board of Directors

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