MDJM LTD Raises $2.45M in Private Placement

TL;DR

MDJM LTD just closed a $2.45M private placement at $0.90/unit, bringing in cash for growth.

AI Summary

On September 18, 2024, MDJM LTD completed a private placement, issuing 2,722,224 units at $0.90 per unit, raising approximately $2.45 million. Each unit consists of one ordinary share and two warrants (Series A and Series B).

Why It Matters

This capital infusion could provide MDJM LTD with additional resources for its operations or strategic initiatives, potentially impacting its future growth and market position.

Risk Assessment

Risk Level: medium — Private placements can indicate a need for capital, and the terms of the warrants could lead to future dilution.

Key Numbers

• $2.45M — Capital Raised (Proceeds from the private placement on September 18, 2024.)
• 2.72M — Units Issued (Number of units sold in the private placement.)
• $0.90 — Price Per Unit (Offering price for each unit.)

Key Players & Entities

• MDJM LTD (company) — Issuer of shares in private placement
• September 18, 2024 (date) — Date of private placement completion
• 2,722,224 (number) — Number of units issued
• $0.90 (dollar_amount) — Price per unit in the offering
• $2.45 million (dollar_amount) — Total proceeds from the offering
• $1.35 (dollar_amount) — Exercise price for Series A warrants

FAQ

Key Financial Figures

• $0.90 — its were issued at an offering price of $0.90 per unit, for a total purchase price of
• $2.45 million — a total purchase price of approximately $2.45 million (the “ Offering ”). Each un
• $0.001 — rdinary share of the Company, par value $0.001 (the “ Ordinary Share ”), o
• $1.35 — Ordinary Share at an exercise price of $1.35 per share, and one Series B warrant to
• $0.216 — nts will be subject to a floor price of $0.216 per share, as set forth in the Purchase
• $2.17 million — ived net cash proceeds of approximately $2.17 million (after deducting the placement agent fe
• $40,000 — nd also agreed to reimburse Maxim up to $40,000 for accountable expenses. In connectio

Filing Documents

• tm2424326d1_6k.htm (6-K) — 20KB
• tm2424326d1_ex4-1.htm (EX-4.1) — 138KB
• tm2424326d1_ex4-2.htm (EX-4.2) — 117KB
• tm2424326d1_ex10-1.htm (EX-10.1) — 243KB
• tm2424326d1_ex10-2.htm (EX-10.2) — 59KB
• tm2424326d1_ex10-3.htm (EX-10.3) — 115KB
• tm2424326d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-24-101103.txt ( ) — 702KB

From the Filing

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 September 2024 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 Form 40-F Entry into a Material Definitive Agreement On September 18, 2024, MDJM LTD, a Cayman Islands company (the “ Company ”), completed a private placement with several investors, wherein a total of 2,722,224 units were issued at an offering price of $0.90 per unit, for a total purchase price of approximately $2.45 million (the “ Offering ”). Each unit includes one ordinary share of the Company, par value $0.001 (the “ Ordinary Share ”), one Series A warrant to purchase one Ordinary Share at an exercise price of $1.35 per share, and one Series B warrant to purchase such number of Ordinary Shares as shall be determined on the Reset Date, as defined therein (collectively, the “ Purchaser Warrants ”). The Purchaser Warrants are immediately exercisable on the date of issuance, expire on the three year and six month anniversary of the date of issuance, and have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed to be a dilutive issuance and a reset on the Reset Date, in which case the warrants will be subject to a floor price of $0.216 per share, as set forth in the Purchaser Warrants. The Company received net cash proceeds of approximately $2.17 million (after deducting the placement agent fee and expenses of the Offering). The Company intends to use the net cash proceeds from the Offering for working capital and general corporate purposes. The Company engaged Maxim Group LLC (“ Maxim ”) as the Company’s placement agent for the Offering pursuant to a Placement Agency Agreement (the “ PAA ”) dated as of September 11, 2024. Pursuant to the PAA, the Company agreed to pay Maxim a cash placement fee equal to 7% of the gross proceeds of the Offering, and also agreed to reimburse Maxim up to $40,000 for accountable expenses. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with investors containing customary representations and warranties. The Company and investors also entered into a Registration Rights Agreement (the “ Registration Rights Agreement ”), pursuant to which the Company will be required to file a resale registration statement (the “ Registration Statement ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) to register for resale the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Purchaser Warrants, promptly following the Closing Date (as defined in the Purchase Agreement), but in no event later than 30 days after the Closing Date, and to have such Registration Statement declared effective by the Initial Effectiveness Deadline (as defined in the Registration Rights Agreement). The Company will be obligated to pay certain liquidated damages to the investors if the Company fails to file the Registration Statement or fails to file or cause the Registration Statement to be declared effective by the SEC within the period of time provided in the Registration Rights Agreement or fails to maintain the effectiveness of the Registration subscription amount upon the occurrence of the default event and payable by the Company on each of several agreed upon dates in the Registration Rights Agreement, subject to certain limitations and conditions. The representations, warranties, and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. In addition, such representations, warranties, and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, forms of the Purchase Agreement and the Registration Rights Agreement are filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Mor

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