The acquisition closes a strategic step but does not alleviate the company's fundamental distress. Monitor for shareholder vote on the proposed share consolidation and any tax audit developments. The restricted share issuance limits immediate selling pressure, but the low float and OTC trading create high price risk.
Price Chart
Executive Summary
MDJM LTD closed the previously announced acquisition of a 75% equity interest in Mirai Co., Ltd., a Japanese company, and entered into an amendment that replaces the third installment of the purchase price with 730,000 newly issued Class A ordinary shares at a deemed price of $0.575 per share. The company also incorporated disclosure schedules and added a tax audit indemnity. While the deal closes a strategic pivot, it occurs in the context of severe distress (Nasdaq suspension, OTC trading, and a planned massive share consolidation as described in the prior 20-F), adding dilution and tax audit risk.
Key Facts
- MDJM closed the acquisition of 75% of Mirai Co., Ltd., a Japanese company, on June 11, 2026.
- The third installment of the purchase price will be satisfied by issuing 730,000 new Class A ordinary shares at a deemed issuance price of $0.575 per share.
- The shares are restricted under Regulation S and cannot be freely traded.
- The amendment adds a tax audit indemnity making the seller responsible for pending tax audit losses.
- The company remains under severe distress: suspended from Nasdaq in March 2026, trading on OTC, and seeking shareholder approval for a share consolidation and capital increase.
Financial Impact
Dilution of approximately 730,000 new shares (value ~$419,750 at $0.575/share) for the third installment, plus potential tax audit liabilities not quantified.
Risk Factors
- Additional dilution from the planned massive share consolidation and capital increase.
- Tax audit liabilities arising from disclosed audits at Mirai, for which the seller may not indemnify fully.
- Nasdaq suspension and OTC trading severely limit liquidity and market access.
- Lack of financial details on Mirai's operations and the combined entity's prospects.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001104659-26-072996 |
| Document: tm2617567d1_6k.htm | 0001104659-26-072996 |
| Document: 0001104659-26-072996-index-headers.html | 0001104659-26-072996 |
| Document: 0001104659-26-072996-index.html | 0001104659-26-072996 |
| Document: 0001104659-26-072996.txt | 0001104659-26-072996 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 2, 2026 7w ago | 6-K | $0.2500 $0.2000 | ▼ −20.00% | ▼ −18.88% | $0.1350 (−46.00%) |
Aug 17, 2026 9w ago | 6-K | $0.3000 $0.2500 | ▲ +16.67% | ▲ +15.68% | $0.1350 (+55.00%) |
Jul 23, 2026 13w ago | 6-K | $0.1400 $0.3180 | ▲ +127.14% | ▲ +123.52% | $0.1350 (−3.57%) |
Jun 29, 2026 17w ago | 6-K | $0.3590 $0.1250 | ▼ −65.18% | ▼ −64.92% | $0.1350 (−62.40%) |
Jun 11, 2026 19w ago | 6-K | $0.3160 $0.1502 | ▼ −52.47% | ▼ −53.73% | $0.1350 (−57.28%) |
May 27, 2026 21w ago | 6-K | $0.3500 $0.3588 | ▼ −2.51% | ▼ −5.66% | $0.1350 (+61.43%) |
May 20, 2026 22w ago | 6-K | $0.3310 $0.4300 | ▲ +29.91% | ▲ +29.58% | $0.1350 (−59.21%) |
May 6, 2026 24w ago | 6-K | $0.0550 $0.4230 | ▲ +669.09% | ▲ +665.92% | $0.1350 (+145.45%) |
May 4, 2026 25w ago | 6-K | $0.0550 $0.3940 | ▲ +616.36% | ▲ +612.15% | $0.1350 (+145.45%) |
Apr 22, 2026 26w ago | 6-K | $0.0560 $0.3310 | ▼ −491.07% | ▼ −486.23% | $0.1350 (−141.07%) |
US Market Status
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