The company is in a state of financial and strategic distress. The Nasdaq suspension and pivot from its core business are major red flags. The proposed capital increase and consolidation mandate suggest a likely dilutive recapitalization to raise cash, which could severely erode shareholder value. Traders should be extremely cautious; any short-term stock price movement on the OTC market is likely to be highly volatile and speculative, with a significant risk of further dilution.
Price Chart
Executive Summary
MDJM LTD's 20-F filing reveals a company in transition, having exited its PRC real estate business and pivoting to a UK-based cultural IP ecosystem. While UK hospitality revenue grew 85% YoY to $89,664 in 2025, the company reported a net loss of $41,321, a significant improvement from a $3.19M loss in 2024, driven by reduced expenses and a $175K gain from deconsolidating its former VIE. However, the stock faces severe distress: it was suspended from Nasdaq in March 2026 due to a sub-$0.10 share price, is trading on the OTC market, and the company is actively seeking shareholder approval for a massive share consolidation and capital increase, indicating a potential dilutive recapitalization.
Key Facts
- Exited PRC operations in March 2025, terminating VIE agreements and dissolving key subsidiaries.
- Shifted strategic focus to a UK-based cultural IP ecosystem, including an animation museum at Fernie Castle.
- UK hospitality revenue increased 85% YoY to $89,664 in 2025, but the company still reported a net loss of $41,321.
- Class A shares were suspended from Nasdaq on March 20, 2026, due to a low stock price and are now trading on the OTC market under UOKAF.
- The company is seeking shareholder approval to increase its authorized capital by nearly 16-fold and grant the board a mandate for a share consolidation of up to 200:1.
- Recent financings in Feb/Mar 2026 raised approximately $7.6M in gross proceeds.
Financial Impact
The company's net loss improved from $3.19M in 2024 to $41K in 2025, but it remains unprofitable. The recent financings provided $7.6M in gross proceeds, though the stock's OTC status and potential for massive dilution severely impact its financial health.
Risk Factors
- High risk of significant shareholder dilution from the proposed capital increase and potential share consolidations.
- The company's new business strategy in cultural IP is unproven and highly speculative.
- Trading on the OTC market drastically reduces liquidity and increases volatility.
- The company has a history of non-compliance with Nasdaq listing requirements.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 11 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 20-F Filing (Primary) | 0001104659-26-038521 |
| Document: mdjh-20251231xex2d2.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex12d1.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex12d2.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex13d2.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex13d1.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex8d1.htm | 0001104659-26-038521 |
| Document: mdjh-20251231xex15d1.htm | 0001104659-26-038521 |
| Document: 0001104659-26-038521-index-headers.html | 0001104659-26-038521 |
| Document: 0001104659-26-038521-index.html | 0001104659-26-038521 |
| Document: 0001104659-26-038521.txt | 0001104659-26-038521 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Apr 1, 2026 29w ago | 20-F | $0.0662 $0.0657 | ▲ +0.76% | ▲ +10.63% | — |
Mar 12, 2026 32w ago | EFFECT | $2.36 $0.0662 | ▼ −97.20% | ▼ −99.17% | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers