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 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:
Appointment of Chief Knowledge Officer
On June 25, 2026, the Board of Directors (the
“Board”) of MDJM LTD (the “Company”) appointed Ms. María Consuelo Loureiro Vilarelle,
professionally known as Chelo Loureiro (“Ms. Loureiro”), to serve as Chief Knowledge Officer of the Company, effective
June 8, 2026.
Ms. Loureiro is a Spanish animation producer and cultural industry
professional with more than three decades of experience in animation production, international co-production and cultural development.
Since 2007, she is the founder and executive producer of Abano Producións, an independent production company recognized for author-driven
animation, artistic quality and culturally significant storytelling. Throughout her career, Ms. Loureiro has produced and participated
in numerous animated works that have been selected by, and received awards from, international film festivals. In recognition of her contribution
to culture and the arts, she was awarded the Gold Medal for Merit in Fine Arts by the Government of Spain.
In connection with her appointment, the Company
entered into an employment agreement with Ms. Loureiro on June 8, 2026 (the “Employment Agreement”). Pursuant
to the Employment Agreement, Ms. Loureiro will serve as the Company’s Chief Knowledge Officer for an initial term of two years,
unless earlier terminated in accordance with the terms of the Employment Agreement. Ms. Loureiro is expected to provide high-level
professional guidance on animation and provide strategic guidance on intellectual property commercialization models, among other duties.
As compensation for Ms. Loureiro’s
service as Chief Knowledge Officer, the Company agreed to grant and issue to Ms. Loureiro 80,000 Class A ordinary shares of
the Company under the MDJM LTD 2026 Equity Incentive Plan, subject to applicable law, regulatory requirements, corporate procedures, the
terms of the equity incentive plan and the applicable award agreement. The shares will vest immediately upon issuance and will be subject
to a six-month contractual lock-up period. Following expiration of the lock-up period, any resale of the shares must be made pursuant
to an effective registration statement or an available exemption from registration under applicable securities laws, including Rule 144,
if available.
The Company also entered into an indemnity agreement
on June 25, 2026 with Ms. Loureiro in the Company’s standard form.
There are no family relationships between Ms. Loureiro
and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between
Ms. Loureiro and any other person pursuant to which she was appointed as an officer. There are no related party transactions between
the Company and Ms. Loureiro that would require disclosure under applicable SEC rules.
Appointment of Director
On June 25, 2026, the Nominating and Corporate
Governance Committee of the Board recommended, and the Board appointed, Mr. Duncan Murray Campbell (“Mr. Campbell”)
to serve as a member of the Board, effective June 8, 2026. Mr. Campbell has not been appointed to serve on any committee of
the Board as of the date hereof.
Mr. Campbell is a scholar and cultural professional
with extensive experience in Chinese studies, cultural research, and education. He has served as a Senior Research Fellow at the New Zealand
Contemporary China Research Centre at Te Herenga Waka | Victoria University of Wellington since 2023, where his responsibilities have
included report writing, masterclass facilitation and presentations. He has served as Acting Director of the New Zealand Contemporary
China Research Centre since 2022, where he managed activities including seminars, masterclasses and cross-agency forums. Mr. Campbell
received a B.A. in History and English Literature from Te Herenga Waka | Victoria University of Wellington in 1974 and an M.A. in Chinese
Studies from The University of Auckland in 1980.
In connection with his appointment, the Company
entered into a director offer letter with Mr. Campbell, dated June 23, 2026, pursuant to which Mr. Campbell will serve
as a director of the Company for a term of two years, subject to earlier termination in accordance with the terms of the director offer
letter, or until his successor is duly elected and qualified. Mr. Campbell’s position will be subject to re-election at the
Company’s next annual general meeting of shareholders. Mr. Campbell is expected to provide high-level, non-executive and non-binding
cultural and academic input in connection with the Company’s Fernie Castle Project.
As compensation for Mr. Campbell’s service as a director,
the Company agreed to grant and issue to Mr. Campbell 80,000 Class A ordinary shares of the Company under the MDJM LTD 2026
Equity Incentive Plan, subject to the terms and conditions of the director offer letter, the equity incentive plan, the applicable award
agreement and applicable law. The shares shall vest immediately upon issuance. The shares are restricted securities and subject to a six-month
contractual lock-up period. Following expiration of the lock-up period, any resale of the shares must be made pursuant to an effective
registration statement or an available exemption from registration under the Securities Act of 1933, as amended, including Rule 144
thereunder, if available.
The Company also entered into an indemnity agreement
on June 26, 2026 with Mr. Campbell in the Company’s standard form.
There are no family relationships between Mr. Campbell and any
director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Campbell
and any other person pursuant to which he was appointed as a director. There are no related party transactions between the Company and
Mr. Campbell that would require disclosure under applicable SEC rules.
The foregoing descriptions of the Employment Agreement, director offer
letter and indemnity agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the
form of Employment Agreement, director offer letter and form of indemnity agreement, copies of which are furnished as Exhibits 10.1, 10.2
and 10.3, respectively, to this Report on Form 6-K.
Share Issuance to Existing Independent Director
On June 25, 2026, the Board and the Compensation Committee of the Company
approved the grant and issuance of 40,000 Class A ordinary shares of the Company to Mr. Bo Wang, a member of the Board, under the MDJM
LTD 2026 Equity Incentive Plan, as compensation for his service to the Company.
Incorporation by Reference
This report of foreign private issuer on Form 6-K, excluding the information under the heading “Regulation FD
Disclosure” and Exhibits 99.1 and 99.2 hereto, is hereby incorporated
by reference into (i) the registration statement on Form F-3 of the Company (File Number 333-294010), as amended,
and (ii) the registration statement on Form S-8 of the Company (File Number 333-278269), as amended, and into the prospectus
outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished
by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Regulation FD Disclosure
On June 29, 2026, the Company issued a press release
announcing the appointment of Ms. María Consuelo Loureiro Vilarelle, professionally known as Chelo Loureiro, as Chief Knowledge
Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
On June 29, 2026, the Company issued a press release
announcing the appointment of Mr. Duncan Murray Campbell as a director of the Company. A copy of the press release is furnished as Exhibit
99.2 to this Report on Form 6-K.
The press releases furnished as Exhibits 99.1
and 99.2 to this Report on Form 6-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Employment Agreement between MDJM LTD and the executive officers of the Registrant (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018) |
| 10.2 |
|
Director Offer Letter, dated June 23, 2026, by and between MDJM LTD and Duncan Murray Campbell |
| 10.3 |
|
Form of Indemnity Agreement with directors and officers of MDJM LTD (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-226826) filed with the Securities and Exchange Commission on August 13, 2018) |
| 99.1 |
|
Press Release titled “MDJM Ltd. Appoints Sinologist Professor Duncan Murray Campbell as
Director” dated June 29, 2026 |
| 99.2 |
|
Press Release titled “MDJM Ltd. Appoints Goya Award-Winning Animation Producer Chelo Loureiro
as Chief Knowledge Officer” dated June 29, 2026 |
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 29,
2026 |
By: |
/s/
Siping Xu |
| |
Name: |
Siping Xu |
| |
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
Exhibit 99.1
MDJM Ltd. Appoints Sinologist Professor Duncan Murray Campbell as
Director
Appointment Expected to Strengthen the Company’s Professional
Capabilities in Oriental Gardens, Cross-Cultural Narrative, Cultural Strategy and International Governance
LETHAM, Scotland, June 29, 2026 - MDJM Ltd. (OTCQB: UOKAF) (the
“Company”) today announced the appointment of Professor Duncan Murray Campbell, a sinologist and scholar of Chinese cultural
studies, as a director of the Company for a term of two years.
The Company believes that Professor Campbell’s appointment represents
an important step in further strengthening its international cultural governance system. As the Company continues to advance its three
core pillars — original animation IP development, the digital animation museum, and the Fernie Castle Animation Museum and Oriental
Garden cultural environment — the Company seeks to introduce, at the Board level, professional expertise with deep cultural knowledge,
cross-cultural understanding and a strong background in Eastern aesthetics.
Professor Campbell has long been engaged in the study of Chinese literature,
Chinese garden culture, literati traditions, material culture and East-West cultural exchange. He has taught Chinese language, Chinese
literature, Chinese history and civilization at a number of international universities, and has also been involved in East Asian garden
research and Chinese garden-related work at The Huntington Library in the United States. His academic research has long focused on Chinese
private gardens, garden literature and visual representation, Jiangnan literati culture in the late Ming and early Qing periods, book
collecting, private libraries and the expression of traditional culture in an international context.
The Company believes that Professor Campbell’s long-standing
academic work in classical Chinese literature, garden culture and cross-cultural studies will provide important support to the Company
in cultural direction, garden philosophy, project narrative and international communication.
According to the relevant director appointment documents, Professor
Campbell will provide high-level cultural and academic support to the Company across five core areas:
First, from academic and cultural perspectives, providing strategic
recommendations regarding the overall cultural positioning of the Fernie Castle project, the construction of the Oriental Garden framework
and the Company’s cross-cultural narrative development;
Second, reviewing and commenting on relevant proposals, documents and
supporting materials prepared by the Company when the project advances to key stages, including planning applications, detailed design
refinement and the finalization of cultural narratives;
Third, upon invitation by the Company at key development stages, participating
in a limited number of site visits or phase-based meetings and providing observational recommendations on spatial layout, narrative settings
and cultural presentation from a cultural research perspective;
Fourth, where appropriate and subject to his availability, participating
in selected cultural events or sharing expert insights to support the Company’s understanding of relevant cultural content;
Fifth, drawing on his expertise in classical literature, garden culture
and material culture studies, offering directional advice on the Company’s future cultural education framework, publication roadmap
and potential academic collaborations.
The Company stated that the Fernie Castle project is not a single tourism
development project, but an important physical cultural infrastructure within the Company’s long-term cultural strategy. The project
is expected to develop around the historic castle, Oriental Garden, animation museum, immersive cultural experience and international
animation art exhibition system.
In this process, the Oriental Garden should not be understood merely
as landscape design, but as a cultural expression system concerning nature, time, space, memory and spiritual order. Professor Campbell’s
academic background is expected to help the Company avoid superficial or decorative cultural expression and support a more balanced relationship
among cultural depth, spatial narrative and international comprehensibility.
The Company believes that cultural projects with future international
influence require not only architectural design, capital investment and operational capability, but also stable cultural judgment, academic
rigor and cross-cultural expression. Professor Campbell’s appointment is expected to further enhance the Company’s overall
ability, at both Board and strategic levels, to guide Eastern culture, garden spirit, cultural heritage and cross-civilizational exchange.
As the Company continues to advance its three core pillars —
original animation IP development, the digital animation museum, and the Fernie Castle Animation Museum and Oriental Garden cultural environment
— it is gradually building a long-term cultural industry structure that integrates content creation, digital cultural platforms
and offline immersive cultural infrastructure. Professor Campbell’s appointment is expected to help the Company establish deeper
and more sustainable strategic connections among oriental gardens, cultural content, cross-cultural narrative, international curation,
educational publishing and academic collaboration.
Building upon the above cultural asset structure, the Company also
intends to promote more sustainable long-term value conversion for its cultural content and spatial assets through global IP commercialization,
cultural consumption, exhibition operations and international distribution systems.
The Company also stated that Professor Campbell’s role in connection
with the Fernie Castle project will be limited to high-level, non-executive and non-binding cultural and academic input. Final decisions
regarding project management, implementation, public communications and business matters will remain with the Company’s management
and/or the Board, as applicable.
The Company believes that Professor Campbell’s proposed appointment
will further strengthen the Company’s professional capabilities in East-West cultural integration, oriental garden philosophy, international
cultural governance and long-term cultural platform development, and will provide a stronger academic and strategic foundation for the
Company’s development of a global cultural project system with long-term value.
About Professor Duncan Murray Campbell
Professor Duncan Murray Campbell is a sinologist and scholar of Chinese
cultural studies. His research has long focused on Chinese literature, classical gardens, literati traditions, material culture, book
collecting and East-West cultural exchange. He has taught and researched Chinese language, Chinese literature, Chinese history and civilization
at a number of international universities, and has also been involved in East Asian garden research and Chinese garden-related work at
The Huntington Library in the United States. His scholarship provides an important perspective for understanding the contemporary expression
of traditional Chinese culture in an international context.
About MDJM Ltd.
MDJM Ltd. is a global company focused on creating long-term value through
cultural industries, international collaboration, industrial integration and strategic resource allocation. MD Local Global Ltd. is the
cultural business platform of MDJM Ltd., focused on original animation IP development, the digital animation museum, and the Fernie Castle
Animation Museum and Oriental Garden cultural environment. The platform seeks to integrate Eastern philosophical storytelling, international
animation art, immersive cultural experiences and long-term cultural operations to promote the coordinated development of global cultural
value and commercial ecosystems.
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. 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:
MDJM Ltd.
Ray Cai
Phone: + 44-01337 829 349
Email: ray.cai@mdjmjh.com
Exhibit 99.2
MDJM Ltd. Appoints Goya Award-Winning Animation Producer Chelo Loureiro
as Chief Knowledge Officer
Appointment Expected to Strengthen the Company’s Strategic
Capabilities in Original Animation IP, Digital Animation Ecosystems and Global Cultural Commercialization
LETHAM, Scotland, June 29, 2026 - MDJM Ltd. (OTCQB: UOKAF) (the
“Company”) today announced that it has appointed María Consuelo Loureiro Vilarelle, professionally known as Chelo Loureiro,
an internationally recognized animation producer and Abano Producións founder, as Chief Knowledge Officer (“CKO”) of
the Company for an initial term of two years pursuant to an employment agreement entered into with the Company.
The Company believes that Ms. Loureiro’s appointment represents
an important step in building its international animation and cultural strategy. She will provide high-level professional guidance and
strategic judgment to the Company in areas including original animation IP development, international animation cooperation, digital animation
ecosystems, immersive cultural exhibitions, and IP commercialization pathways.
Ms. Loureiro is an influential producer in the European animation
industry, with extensive experience in animated films, auteur animation, international co-productions, and the circulation of artistic
animation. Abano Producións, the company she founded, is a representative animation production company in Spain. The animated feature
film Decorado, produced with her participation, won the 2026 Spanish Goya Award for Best Animated Feature Film. The Company
believes that her long-standing industry practice and international perspective in the European animation sector will provide important
support for the Company’s future animation and cultural business.
Under the employment agreement, Ms. Loureiro will provide professional
support to the Company across six core areas:
First, providing high-level guidance on the Company’s long-term
development of animation as a cultural medium and narrative language;
Second, assisting the Company in exploring the philosophical connotations,
artistic heritage, and long-term cultural value of original IP projects;
Third, providing forward-looking advice on digital animation ecosystems
and future forms of immersive cultural exhibitions;
Fourth, providing professional judgment for the Company’s international
animation cooperation projects and supporting cross-border creative and industrial collaboration;
Fifth, assisting the Company in establishing mechanisms that support
creative voices and the continuous production of high-quality narrative content;
Sixth, providing strategic guidance on animation IP commercialization
models, diversified development pathways, external resource coordination, and business collaboration.
The Company stated that animation should not be understood solely as
entertainment content, but as a comprehensive artistic language capable of carrying philosophical ideas, cultural memory, visual storytelling,
and international communication. This philosophy is highly aligned with the Company’s current advancement of original animation
IP, the Fernie Castle Animation Museum, the digital animation museum, and its global IP commercialization system.
As the Company continues to advance its collaborations with European
creative teams including Abano Producións and H5, it is gradually building a long-term cultural industry structure centered on
“original animation IP, immersive cultural infrastructure, and global IP commercialization and distribution systems.” Ms. Loureiro’s
appointment will help the Company more systematically connect key areas including content development, international production, festival
circulation, cultural exhibition, and IP commercialization.
The Company believes that Ms. Loureiro’s appointment will
further enhance MDJM’s professional capabilities in international animation culture, original IP development, digital exhibition
systems, and cultural commercialization, and will lay a stronger foundation for the Company’s development of a global animation
and cultural platform with long-term value.
About Chelo Loureiro
Chelo Loureiro is a renowned Spanish animation producer, director,
and founder of Abano Producións. She has long focused on animated film production, international co-productions, and the development
of auteur animation. Animated works produced with her participation have received major industry recognition, including the Spanish Goya
Award, and have achieved broad influence within European and international animation festival networks.
About MDJM Ltd.
MDJM Ltd. is a global company focused on creating long-term value through
cultural industries, international collaboration, industrial integration, and strategic resource allocation. MD Local Global Ltd. is the
cultural business platform of MDJM Ltd., focused on original animation IP development, the digital animation museum, and the Fernie Castle
Animation Museum and Oriental Garden cultural environment. The platform seeks to integrate Eastern philosophical storytelling, international
animation art, immersive cultural experiences and long-term cultural operations to promote the coordinated development of global cultural
value and commercial ecosystems.
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. 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:
MDJM Ltd.
Ray Cai
Phone: + 44-01337 829 349
Email: ray.cai@mdjmjh.com
