LETHAM, Scotland, Sept.11, 2024 /PRNewswire/ -- MDJM LTD
(Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global
culture-driven asset management company, today announced that it
has entered into a securities purchase agreement with institutional
investors to raise approximately $2.45
million in aggregate proceeds, before deducting fees to the
placement agent and other offering expenses payable by the Company.
The closing of the private placement is expected to occur on
September 12, 2024, subject to the
satisfaction of certain customary closing conditions set forth in
the securities purchase agreement.
In connection with the private placement, the Company will issue
an aggregate of 2,722,224 units. The purchase price per unit is
$0.90. Each unit will consist of one
ordinary share, one Series A warrant, each exercisable into one
ordinary share at an exercise price of $1.35 per ordinary share, which exercise price is
subject to standard adjustments for dividends, splits and similar
events and is also subject to adjustment for certain dilutive
issuances, and upon reset on a Reset Date (as defined in the Series
B Warrant), and one Series B warrant with an exercise price of
$0.001 per ordinary share to purchase
such amount of ordinary shares as will be determined on the Reset
Date (as defined in the Series B Warrant). The Series A and Series
B warrants will be exercisable upon issuance and will have a term
of three and one half years from the date of issuance. The number
of securities issued under the units is subject to adjustment as
described in more detail in the Report on Form 6-K to be filed in
connection with the private placement.
Maxim Group LLC is acting as the sole placement agent for the
offering.
The securities described above were offered in a private
placement exempt from the registration requirements under Section
4(a)(2) of the Securities Act of 1933, as amended (the "Act") and
Regulation D promulgated thereunder and in a transaction not
involving a public offering and have not been registered under the
Act or applicable state securities laws. Accordingly, the
securities may not be reoffered or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities described herein, nor shall there be any sale
of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or other jurisdiction.
About MDJM LTD
MDJM LTD is a global culture-driven asset management company
focused on transforming historical properties into cultural hubs
that blend modern digital technology with rich historical value.
The Company is actively expanding its operations in the UK, where
it is developing projects such as Fernie
Castle in Scotland and the
Robin Hill Property in England.
These properties are being remodeled into multi-functional cultural
venues that will feature fine dining, hospitality services, art
exhibitions, and cultural exchange events. As part of its broader
strategy, MDJM is positioning itself as a hub for artisan
exchanges, art shows, and sales, leveraging its historical
properties as platforms for promoting Eastern and Western cultural
exchanges. This initiative reflects the Company's commitment to
furthering its global market expansion and enhancing its cultural
business footprint. For more information regarding the Company,
please visit http://ir.mdjmjh.com.
Forward-Looking Statements
This announcement contains forward-looking statements. All
statements other than statements of historical fact in this
announcement are forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties and
are based on current expectations and projections about future
events and financial trends that the Company believes may affect
its financial condition, results of operations, business strategy,
and financial needs. Investors can identify these forward-looking
statements by words or phrases such as "may," "will," "expect,"
"anticipate," "aim," "estimate," "intend," "plan," "believe,"
"potential," "continue," "is/are likely to" or other similar
expressions. The Company undertakes no obligation to update
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that the
expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results and
encourages investors to review other factors that may affect its
future results in the Company's annual report on Form 20-F and its
other filings with the U.S. Securities and Exchange Commission.
Investor Contact:
Sherry
Zheng
Weitian Group LLC
Email: shunyu.zheng@weitian-ir.com
Phone: +1 718-213-7386
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SOURCE MDJM LTD