MDJM LTD (UOKA) OKs major share capital hike and future consolidation plan

Rhea-AI Filing Summary

MDJM LTD held an extraordinary general meeting where shareholders approved a major increase in the company’s authorized share capital and gave the board flexibility to consolidate shares. Authorized capital was raised from US$250,000,000 divided into 285,714,286 ordinary shares to US$4,462,500,000 divided into 5,100,000,000 ordinary shares, all with par value US$0.875.

This was achieved by creating 4,714,297,371 additional authorized and unissued Class A ordinary shares and 99,988,343 additional authorized and unissued Class B ordinary shares. Shareholders also approved a share consolidation, with the consolidation ratio and timing to be determined by the board during a defined “Relevant Period.”

A total of 616,388.37 votes, representing 33.98% of votes exercisable as of the March 27, 2026 record date, were cast. The capital increase and share consolidation resolutions each passed by a wide margin, with substantially more votes in favor than against.

Insights

Equity capital structure analyst

Shareholders approved a large expansion of authorized capital and a future share consolidation framework.

Shareholders of MDJM LTD backed resolutions to expand authorized share capital from US$250,000,000 to US$4,462,500,000, increasing the capacity to issue up to 5.1 billion ordinary shares. The par value remains US$0.875 per share across both Class A and Class B.

The meeting also authorized a share consolidation, with the board empowered to set the consolidation ratio and timing during the defined Relevant Period. This filing does not itself disclose any specific issuance or consolidation ratio, so the practical impact will depend on future board decisions and subsequent disclosures.

Turnout was 616,388.37 votes, or 33.98% of exercisable votes as of March 27, 2026, and both resolutions passed with substantial majorities, indicating broad shareholder support for greater capital structure flexibility and the option to consolidate shares later if the board chooses.

Key Figures

Prior authorized capital: US$250,000,000 New authorized capital: US$4,462,500,000 New Class A authorization: 5,000,000,000 shares +5 more

8 metrics

Prior authorized capital US$250,000,000 Divided into 285,714,286 ordinary shares of par value US$0.875

New authorized capital US$4,462,500,000 Divided into 5,100,000,000 ordinary shares of par value US$0.875

New Class A authorization 5,000,000,000 shares Class A ordinary shares of par value US$0.875 each

New Class B authorization 100,000,000 shares Class B ordinary shares of par value US$0.875 each

Additional Class A created 4,714,297,371 shares Authorized and unissued Class A ordinary shares created by resolution

Additional Class B created 99,988,343 shares Authorized and unissued Class B ordinary shares created by resolution

Votes represented 616,388.37 votes 33.98% of exercisable votes as of March 27, 2026 record date

For votes on capital increase 603,665.44 votes Support for the increase of share capital resolution

Key Terms

extraordinary general meeting, authorized and unissued, share capital, share consolidation, +2 more

6 terms

extraordinary general meeting financial

"At an extraordinary general meeting of shareholders of MDJM LTD"

authorized and unissued financial

"by the creation of 4,714,297,371 authorized and unissued Class A ordinary shares"

share capital financial

"The Increase of Share Capital"

Share capital is the total amount of money a company raises by selling pieces of itself, called shares, to investors. It’s like a company’s savings from many owners, which helps fund its growth and operations. This money matters because it shows how much the company has raised from shareholders and how it’s financed its business.

share consolidation financial

"Approval of a Share Consolidation, Subject to the Determination of the Consolidation Ratio"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Class A ordinary shares financial

"5,000,000,000 Class A ordinary shares of par value US$0.875 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"100,000,000 Class B ordinary shares of par value US$0.875 each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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:

Form 20-F x Form 40-F ¨

Results of MDJM LTD’s Extraordinary General Meeting

At an extraordinary general meeting of shareholders of MDJM LTD (the “Company”) held on April 21, 2026, at 11:30 a.m., Eastern Time, the shareholders of the Company approved and adopted resolutions authorizing the following:

1. To increase the authorized share capital of the Company:

FROM: US$250,000,000 divided into 285,714,286 ordinary shares of par value US$0.875 each, consisting of (a) 285,702,629 Class A ordinary shares of par value US$0.875 each and (b) 11,657 Class B ordinary shares of par value US$0.875 each.

TO: US$4,462,500,000 divided into 5,100,000,000 ordinary shares of par value US$0.875 each, consisting of (a) 5,000,000,000 Class A ordinary shares of par value US$0.875 each and (b) 100,000,000 Class B ordinary shares of par value US$0.875 each, by the creation of 4,714,297,371 authorized and unissued Class A ordinary shares and 99,988,343 authorized and unissued Class B ordinary shares.

2. To pass an ordinary resolution that the Company grants a mandate to the board of directors of the Company (the “Board”) during the Relevant Period (as defined below) to effect a consolidation of the share capital of the Company (the “Share Consolidation”), including all issued ordinary shares and any unissued ordinary shares, at the consolidation ratio and effective time as the Board may determine at their sole discretion, provided that the consolidation ratio resulting from the Share Consolidation effected pursuant to this mandate shall be not less than 2:1 and not more than 200:1 (the “Consolidation Ratio”), with such consolidated shares having the same rights and being subject to the same restrictions as set out in the second amended and restated memorandum and articles of association of the Company (as amended), be and is hereby generally and unconditionally approved.

For the purpose of the Share Consolidation, Relevant Period means the period from the date of passing of the resolution of the Meeting until whichever is the earliest of:

(i) the first time the Board has exercised the power to give effect to the Share Consolidation; or

(ii) the date on which such mandate granted under the resolution of the Meeting is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

The Company authorizes the Board during the Relevant Period to take such actions to give effect to the Share Consolidation that would or might require the exercise of the aforesaid powers during or after the end of the Relevant Period, and shall include and without limitation, the determination of the Consolidation Ratio for the Class A ordinary shares and the Class B ordinary shares. 

A total of 616,388.37 votes, representing 33.98% of the votes exercisable as of March 27, 2026, the record date, were present in person or by proxy at the extraordinary general meeting. The result of the votes was as follows:

Resolution		For				Against				Abstain
The Increase of Share Capital			603,665.44				12,637.83				85.00
Approval of a Share Consolidation, Subject to the Determination of the Consolidation Ratio and Timing by the Board of Directors			594,008.15				22,286.39				93.83

1

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: April 22, 2026	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chairman of the Board of Directors

2

FAQ

What did MDJM LTD (UOKA) shareholders approve at the April 2026 extraordinary general meeting?

Shareholders approved a large increase in MDJM LTD’s authorized share capital and authorized a future share consolidation. The board can now issue up to 5.1 billion ordinary shares and later set a consolidation ratio and timing within a defined Relevant Period.

How did MDJM LTD’s authorized share capital change according to this 6-K filing?

Authorized share capital increased from US$250,000,000 divided into 285,714,286 ordinary shares to US$4,462,500,000 divided into 5,100,000,000 ordinary shares, all with par value US$0.875. This expansion was achieved by creating additional authorized and unissued Class A and Class B ordinary shares.

What is the share consolidation approved for MDJM LTD (UOKA)?

Shareholders approved a share consolidation, but left the exact consolidation ratio and timing to the board. During a defined Relevant Period, the board may determine separate ratios for Class A and Class B ordinary shares and take necessary steps to implement the consolidation.

What were the voting results for MDJM LTD’s share capital increase resolution?

For the share capital increase, 603,665.44 votes were cast in favor, 12,637.83 against, and 85.00 abstained. These results show strong support among participating shareholders for expanding the company’s authorized capital base to allow more ordinary shares.

How many MDJM LTD votes were represented at the extraordinary general meeting?

A total of 616,388.37 votes were present in person or by proxy, representing 33.98% of votes exercisable as of the March 27, 2026 record date. This participation level provided the quorum needed to approve the capital increase and share consolidation resolutions.

How did shareholders vote on MDJM LTD’s share consolidation authorization?

For the share consolidation authorization, 594,008.15 votes supported the resolution, 22,286.39 opposed it, and 93.83 abstained. This strong approval allows the board to determine the consolidation ratio and timing for Class A and Class B ordinary shares during the Relevant Period.