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 ~~January~~ February 2026

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 x

Form 40-F ¨

~~Results~~Underwritten ofFollow-on ~~MDJM LTD’s Extraordinary General Meeting~~Offering

AtOn anFebruary 11, ~~extraordinary~~2026, ~~general~~MDJM ~~meeting~~LTD (the “Company”), closed its underwritten follow-on offering (the “Offering”) of ~~shareholders~~4,280,000 units (each, an “Unit,” and, collectively, the “Units”), with each Unit consisting of ~~MDJM~~(i) one Class A ~~LTD~~ordinary share, par value $0.025 per share (each, a “Class A Ordinary Share,” and, collectively, the “~~Company~~Class A Ordinary Shares”) ~~held~~and on(ii) one ~~January~~Series A 22warrant to purchase one Class A Ordinary Share (each, ~~2026~~a “Series A Warrant,” atand, ~~10:00~~collectively, the “Series A Warrants”), at a public offering price of $1.~~m.,~~40 ~~Eastern~~per ~~Time~~Unit, for aggregate gross proceeds to the ~~shareholders~~Company of approximately $6 million, before deducting underwriting discounts and offering expenses payable by the Company. The Company also granted the underwriters an over-allotment option exercisable for up to forty-five (45) days after the date of the Offering, ~~approved~~which permits the underwriters to purchase a maximum of 642,000 additional Class A Ordinary Shares and/or ~~adopted~~642,000 ~~resolutions~~additional ~~authorizing~~Series ~~the~~A Warrants ~~following:~~to purchase Class A Ordinary Shares.

1.The ~~That~~Series A inWarrants ~~the~~have ~~event~~a ~~that~~one-year ~~the~~term, are ~~closing~~immediately ~~bid~~exercisable ~~price~~after ~~per~~issuance, ~~listed~~and ~~share~~have an initial exercise price of ~~the~~$1.40 ~~Company~~per ~~(ticker~~Class A ~~symbol:~~Ordinary ~~UOKA)~~Share. onOn the ~~NASDAQ~~4th and ~~Stock~~8th ~~Market~~trading inday following the ~~United~~closing ~~States~~ of ~~America~~the ~~falls~~Offering, ~~below~~the ~~US$1.00,~~exercise ~~each~~price of the ~~10,000,000,000~~Series A ~~authorized~~Warrants ~~ordinary~~will ~~shares~~be inreduced to ~~the~~70% ~~Company~~and 50% of ~~US$0.025~~the ~~par~~initial ~~value~~exercise ~~(including~~price, ~~all~~or ~~issued~~$0.98 ~~ordinary~~and ~~shares~~$0.70 ~~and~~per ~~any~~Class A ~~unissued~~Ordinary ~~ordinary~~Share, ~~shares)~~respectively. beUpon ~~consolidated~~each atadjustment to the ~~consolidation~~exercise ~~ratio~~price ~~and~~for ~~effective~~the ~~time~~Series A asWarrants, the ~~board~~number of ~~director~~issuable ~~may~~shares ~~determine~~underlying atthe ~~their~~Series A ~~sole~~Warrants ~~discretion,~~will ~~provided~~be proportionally increased so that the ~~consolidation~~aggregate ~~ratio~~exercise ~~shall~~price beof ~~not~~the ~~less~~Series A ~~than~~Warrants ~~2:1~~will ~~and~~remain ~~not~~the ~~more~~same. ~~than~~The ~~50:1,~~Series A ~~with~~Warrants ~~such~~also ~~consolidated~~provide for ~~shares~~a ~~having~~zero ~~the~~exercise ~~same~~price ~~rights~~option, ~~and~~in ~~being~~which ~~subject to~~ the ~~same~~holder ~~restrictions~~will asreceive ~~set~~1.5 ~~out~~Class A inOrdinary ~~the~~Shares ~~second~~that ~~amended~~would ~~and~~be ~~restated~~issuable ~~memorandum~~upon ~~and~~a ~~articles~~cash exercise of ~~association~~the ofSeries A ~~the~~Warrant, ~~Company~~without ~~(as~~payment ~~amended)~~of additional consideration.

AThe ~~total~~securities ofin ~~20,464,723.09~~the ~~votes,~~Offering ~~representing~~were ~~97.17%%~~offered pursuant ofto the ~~votes~~Company’s ~~exercisable~~registration asstatement ofon ~~December~~Form F-1 17(File No. 333-292953), ~~2025~~which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2026 and declared effective by the ~~record~~SEC ~~date~~on February 9, ~~were~~2026, and ~~present~~registration instatement ~~person~~on orForm F-1 by(File ~~proxy~~No. 333-293329), atwhich was filed with the ~~extraordinary~~SEC ~~general~~pursuant ~~meeting.~~to Rule 462(b) of ~~The~~the ~~result~~Securities Act of ~~the~~1933, ~~votes~~as ~~was~~amended, asand ~~follows:~~became effective on February 10, 2026.

Resolution

For

Against

Abstain

Conditional Consolidation of Authorized Ordinary Shares

20,454,243.80

9,477.10

1,002.19

The Offering was conducted pursuant to an underwriting agreement, dated February 10, 2026 (the “Underwriting Agreement”), by and between the Company and Maxim Group LLC, as the sole book-running manager in connection with the Offering. Underwriting discounts equaled 7% of the gross proceeds of the Offering, and the Company also agreed to reimburse Maxim Group LLC for certain of its offering-related expenses in the amount of $80,000.

Copies of the Underwriting Agreement and the form of the Series A Warrant are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Underwriting Agreement and the Series A Warrants are subject to and qualified in their entirety by each such document.

In connection with the Offering, the Company issued a press release on February 10, 2026 announcing the pricing of the Offering and a press release on February 11, 2026 announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Series A Warrant
10.1		Underwriting Agreement entered into by and between the Company and Maxim Group LLC, dated February 10, 2026
99.1		Press Release – MDJM LTD Announces Pricing of Upsized $6.0 Million Public Offering
99.2		Press Release – MDJM LTD Announces Closing of Upsized $6.0 Million Public Offering

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MDJM LTD
Date: January 23, 2026	By:	/s/ Siping Xu
Date: February 11, 2026	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chairman of the Board of Directors

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