🧾 What This Document Is

This is a Form 6-K filing from MDJM LTD, a company based in the Cayman Islands. It contains the official "Notice" and "Proxy Statement" for an Extraordinary General Meeting (EGM) of its shareholders. Think of an EGM as a special, urgent board meeting for shareholders, called to vote on critical issues that can't wait for the annual meeting. The company needs its shareholders to approve two major corporate actions.

👉 In simple terms: The company is calling a vote on whether to massively increase the number of shares it's allowed to issue and to approve a reverse stock split. These moves are a direct response to being suspended from the Nasdaq stock exchange.

📅 Meeting Details:

• Date: April 21, 2026
• Time: 11:30 a.m. Eastern Time
• Location: Fernie Castle, Letham, Cupar, Fife, KY15 7RU, United Kingdom
• Record Date: March 27, 2026 (You must be a shareholder on this date to vote)

🏢 What The Company Does

MDJM LTD (ticker: UOKAF on the OTCID market) is a company incorporated in the Cayman Islands. While the filing doesn't detail its specific business operations, the context is clear: it's a publicly traded company that was recently suspended from the Nasdaq Capital Market and now trades on the lower-tier OTCID Basic Market.

👉 In simple terms: It's a small public company that has fallen on hard times, with its stock price dropping so low it got kicked off the main Nasdaq exchange. This meeting is part of its plan to try to fix that problem.

💰 The Proposals: A Two-Part Plan

Shareholders are being asked to vote on two linked proposals. The board recommends voting "FOR" both.

Proposal 1: Massively Increase Authorized Shares

This is about increasing the potential number of shares the company can create.

• FROM: Authorized capital of US$250,000,000, divided into 285,714,286 shares.
• TO: Authorized capital of US$4,462,500,000, divided into 5,100,000,000 shares.

Why it matters: This is an 18x increase in the number of authorized shares (from ~286 million to 5.1 billion). Companies do this to have "shares in reserve" for future needs like financing, acquisitions, or employee stock plans. In this case, it's primarily a necessary administrative step before they can execute the reverse split below. You can't consolidate shares if you don't have enough authorized shares to work with.

Proposal 2: Approve a Reverse Stock Split ("Share Consolidation")

This is the core action to try and raise the stock price.

• The board is asking for permission to do a reverse stock split at a ratio anywhere between 2-for-1 and 200-for-1.
• The exact ratio and timing will be decided later by the Board of Directors.

What is a reverse split? Imagine you have 100 shares worth $0.10 each ($10 total). A 10-for-1 reverse split would turn those 100 shares into 10 shares. If the company's total value stays the same, each new share would now be worth $1.00 ($10 / 10 shares). You have fewer shares, but each is worth more.

👉 Why it matters: This is a classic move for companies facing delisting due to a low stock price. Nasdaq requires a minimum $1.00 per share. By consolidating shares, the company artificially boosts its per-share price to regain compliance and escape "penny stock" status, which can hurt trading and融资 (financing).

📦 The Urgent Context: A Nasdaq Crisis

The "Purpose" section of the proxy reveals the critical reason for this meeting.

• On March 13, 2026, Nasdaq notified MDJM its shares would be suspended because the closing bid price was $0.10 or less for 10 consecutive days.
• On March 20, 2026, trading was suspended from Nasdaq and moved to the OTCID market under ticker UOKAF.
• The company appealed the suspension, but the outcome is uncertain. If the appeal fails, Nasdaq will formally delist the shares.

Why this matters: Being delisted and trading on the OTC market has severe consequences:

• Much less liquidity (harder to buy/sell shares).
• The stock may be labeled a "penny stock," with stricter trading rules.
• Reduced analyst coverage.
• Much harder to raise money in the future.

The reverse split is the company's main strategy to try and get back above Nasdaq's $1.00 minimum price requirement.

🔮 What's Next & The Risks

If shareholders approve (which the board recommends):

1. The company will have the authority to execute a reverse split at any time.
2. The Board will choose the exact ratio (e.g., 10-for-1, 50-for-1) and effective date.
3. The stock will begin trading on a "post-consolidation" basis. The CUSIP number (a unique identifier) will change.
4. Fractional shares: If you end up with a fraction of a share (e.g., you held 15 shares in a 10-for-1 split), you will be rounded up to the next whole share. No cash is paid for fractions.

⚠️ Major Risks & Uncertainties:

• No Guarantee: Even with a reverse split, there's no guarantee the stock price will stay above $1.00 or that Nasdaq will grant reinstatement.
• Dilution: The massive increase in authorized shares (Proposal 1) could be used later to issue many new shares, which would dilute the ownership percentage of existing shareholders.
• Continued OTC Trading: The company currently trades as UOKAF on the OTCID market, which is less prestigious and less liquid than Nasdaq.

⚖️ Big Picture: Strengths & Challenges

👍 The Strategic Move:

• Proactive Step: Management is taking clear, procedural steps to address the delisting crisis.
• Board Support: The board is unanimously recommending these actions as being in the company's best interest.

⚠️ The Harsh Reality:

• Reactive, Not Proactive: This is a defensive move to fix a serious problem, not a sign of growth or strength.
• Market Perception: Reverse splits are often viewed negatively by the market as a "financial engineering" tactic that doesn't improve the underlying business.
• Uncertain Outcome: The entire plan hinges on Nasdaq's decision post-appeal and the market's reaction post-split.

🧠 The Analogy

Think of MDJM LTD as a small store that got evicted from the upscale shopping mall (Nasdaq) because its prices were seen as too low and cheap. Now, it's holding a vote with its owners (shareholders) on two things:

1. Printing way more price tags (increasing authorized shares) so they have plenty for any future use.
2. Changing the currency from dollars to "mall dollars" at a 100-to-1 rate (reverse split). So, what used to cost 10 cents ($0.10) would now be priced at 10 "mall dollars," which looks like a more respectable number to try and get back into the mall. The store's actual value hasn't changed, just the numbers on the tags.

📇 Key Contacts & People

• Company: MDJM LTD
• Chairman of the Board: Siping Xu (signed the notice)
• Investor Relations Contact: [email protected] (for obtaining annual reports or information)
• Proxy Solicitor/Tabulator: Transhare Corporation
  • Email: [email protected]
  • Fax: +1.727.269.5616
  • Mail Address: Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764

🧩 Final Takeaway

This filing is a distress signal and a survival plan. MDJM LTD is asking its shareholders for the tools (more authorized shares and a reverse split) to fight a Nasdaq delisting and avoid becoming an obscure, illiquid penny stock. The outcome of this vote and the subsequent Nasdaq appeal will likely determine the company's future as a viable public entity.