Intracoastal Capital (UOKA) discloses 9.99% beneficial stake via warrants

Rhea-AI Filing Summary

UOKA LTD received a Schedule 13G disclosing that Intracoastal Capital LLC, together with Mitchell P. Kopin and Daniel B. Asher, holds beneficial ownership of Class A ordinary shares through warrants. As of February 17, 2026, they may be deemed to beneficially own 548,355 ordinary shares, equal to 9.99% of the class, based solely on shared voting and investment power. The filing explains that additional shares are potentially issuable under two Intracoastal warrants but are restricted by “blocker” provisions that prevent ownership from exceeding 9.99% or 4.99%, depending on the warrant. The reporting persons certify the holdings are not for the purpose of changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MDJM LTD

(Name of Issuer)

Class A ordinary shares, par value $0.025 per share

(Title of Class of Securities)

G59290117

(CUSIP Number)

02/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G59290117

1

Names of Reporting Persons

Mitchell P. Kopin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 548,355.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 548,355.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

548,355.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G59290117

1

Names of Reporting Persons

Daniel B. Asher

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 548,355.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 548,355.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

548,355.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G59290117

1

Names of Reporting Persons

Intracoastal Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 548,355.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 548,355.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

548,355.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MDJM LTD
(b)	Address of issuer's principal executive offices: Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Class A ordinary shares, par value $0.025 per share
(e)	CUSIP No.: G59290117
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Immediately following the consummation of the underwritten public offering by the Issuer on February 11, 2026 (the "Offering") (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 11, 2026), each of the Reporting Persons may have been deemed to have beneficial ownership of 526,157 Ordinary Shares, which consisted of (i) 200,000 Ordinary Shares shares held by Intracoastal and (ii) 326,157 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), and all such Ordinary Shares represent beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 660,686 Ordinary Shares outstanding prior to the consummation of the Offering, as reported by the Issuer, plus (2) 4,280,000 Ordinary Shares issued at the consummation of the Offering and (3) 326,157 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 273,843 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Ordinary Shares and (II) 33,667 Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 833,667 Ordinary Shares. (ii) As of the close of business on February 17, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 548,355 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, and all such Ordinary Shares represent beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 660,686 Ordinary Shares outstanding prior to the consummation of the Offering, as reported by the Issuer, plus (2) 4,280,000 Ordinary Shares issued at the consummation of the Offering and (3) 548,355 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 51,645 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Ordinary Shares and (II) 33,667 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 633,667 Ordinary Shares.
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 548,355
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 548,355
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	02/17/2026

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	02/17/2026

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	02/17/2026

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

What stake in UOKA does Intracoastal Capital LLC report on this Schedule 13G?

Intracoastal Capital LLC and its principals report beneficial ownership of 548,355 UOKA Class A ordinary shares, representing 9.99% of the class. This position is based on shares issuable upon warrant exercise and shared voting and dispositive power disclosed in the filing.

Who are the reporting persons on the UOKA Schedule 13G filing?

The Schedule 13G is filed on behalf of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. Kopin and Asher are U.S. individuals, and Intracoastal is a Delaware limited liability company holding the shares and warrants referenced in the ownership calculation.

How did the UOKA ownership position change around the February 11, 2026 offering?

Immediately after the February 11, 2026 underwritten offering, the reporting persons may have been deemed to beneficially own 526,157 ordinary shares. This included 200,000 shares held directly and 326,157 shares issuable upon exercise of one Intracoastal warrant, subject to blocker limits.

What are the blocker provisions affecting Intracoastal’s UOKA warrants?

The filing notes each Intracoastal warrant has blocker provisions. One limits exercises that would push beneficial ownership above 9.99% of UOKA’s ordinary shares, while the other blocks exercises that would raise ownership above 4.99%, effectively capping how many warrant shares can be counted at any time.

Does this UOKA Schedule 13G indicate an attempt to change control of the company?

The reporting persons explicitly certify the UOKA securities were not acquired and are not held for the purpose of changing or influencing control of the issuer. They also state the holdings are not in connection with any transaction intended to achieve such control.

What share count did the UOKA Schedule 13G use to calculate the 9.99% ownership?

The 9.99% figure is based on 660,686 ordinary shares outstanding before the offering, plus 4,280,000 new shares issued in the February 11, 2026 offering, and the specific number of warrant shares deemed beneficially owned under the blockers at each measurement date.