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MDJM LTD filed an initial Form 3 for director Guan Wei (Wilson). This filing serves as his first official statement of beneficial ownership in the company. No share holdings or transactions are reported in this Form 3, indicating a baseline disclosure rather than new trading activity.
MDJM Ltd, a Cayman Islands holding company, files its Form 20‑F describing a major shift from legacy China real estate services to UK‑based hospitality and a planned global cultural IP ecosystem. Operations now run mainly through UK subsidiaries MD UK and Mansions, which manage hotels and asset management services.
The company terminated its China VIE structure on March 1, 2025 and has no revenue‑generating PRC operations. Recent capital actions include a September 2024 private placement of about $2.45 million, a February 2026 follow‑on offering raising about $6 million, and a March 2026 registered direct offering of 24,600,000 Class A shares at $0.1015 per share.
MDJM’s Class A shares were suspended from Nasdaq on March 20, 2026 after trading below $0.10 for 10 consecutive business days and now trade on OTC Markets as “UOKAF” while the company appeals. It has executed reverse share splits and proposes further share capital increases and potential consolidations, alongside a dual‑class structure where Class B shares carry 50 votes each, concentrating voting power and adding governance and dilution risk for Class A holders.
MDJM LTD has called an extraordinary general meeting on April 21, 2026 to seek shareholder approval for a major increase in authorized share capital and a flexible share consolidation.
The company proposes raising authorized capital from US$250,000,000, divided into 285,714,286 ordinary shares of par value US$0.875 each, to US$4,462,500,000, divided into 5,100,000,000 ordinary shares of the same par value. This would create 4,714,297,371 additional authorized Class A shares and 99,988,343 additional authorized Class B shares.
A second proposal would authorize the board, during a defined Relevant Period, to implement a share consolidation of all authorized and issued shares at a ratio between 2:1 and 200:1, leaving relative ownership largely unchanged except for rounding up fractional shares. The company explains that the consolidation is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement after its Class A shares were suspended from Nasdaq and moved to OTC trading following a period with a $0.10 or less closing bid price.