UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report March 12, 2024 (Date of earliest event reported): ~~October~~November 3016, 2023 ~~(October 27, 2023)~~

MJ Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55900	20-8235905
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2043 Joy View Lane, Henderson, NV 89012

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(312) 953-2723

(Former name or former address, if changed since last report)

5730 Sky Pointe Dr. Unit 102, Las Vegas, NV 89130

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		MJNE		OTCPK

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment ~~October 27th, 2023, Tom Valenzuela, the Company’s Interim Chief Executive Officer and Chairman~~ of ~~the~~New ~~Board,~~Directors: ~~submitted~~On ~~his~~November ~~resignation as Chief Executive Officer effective as of October 27~~16, 2023., ~~Mr.~~MJ ~~Valenzuela~~Holdings ~~will~~Inc.’s ~~continue to serve on the~~ board of directors. ~~Mr.~~appointed ~~Valenzuela’s decision~~Benjawn to(Nancy)Tran ~~resign~~and isGioong ~~not~~Ho to the ~~result~~board of ~~any~~directors, ~~disagreement~~effective ~~with~~November ~~the Company on any matter relating to the Company’s operations~~16, ~~policies or practices~~2023.

OnResignations/Terminations ~~October 28, 2023, the Company’s board~~ of ~~directors~~Board appointed John Gorst as interim Chief Executive Officer of the company, effective as of October 28, 2023. Additionally, the board also appointed Mr. Gorst to the board of directors effective October 28, 2023.Members:

~~John~~On P.November ~~Gorst~~16, –2023, ~~Former~~John ~~Chairman~~Gorst ~~and~~was ~~Chief~~terminated ~~Executive~~as ~~Officer~~CEO ofand ~~Ionic~~as ~~Brands~~a ~~Corp~~Board Member., AThese ~~cannabis~~decisions ~~consumer~~were ~~brands~~not ~~Company~~the ~~that~~result ~~developed and~~of ~~launched~~any ~~seven~~disagreement ~~significant~~with the ~~brands~~Company on ~~the~~any ~~West~~matter ~~Coast~~relating into ~~three~~the ~~product~~Company’s ~~segments: edibles~~operations, ~~concentrates~~policies, ~~and~~or ~~small-form-factor liquids~~practices.

~~Mr.~~Additionally, ~~Gorst~~on ~~brought~~March to5, ~~IONIC~~2024, ~~Brands~~Tom ~~Corp.~~Valenzuela ~~the~~submitted ~~board~~his ofresignation ~~directors~~effective ~~and~~as ~~management~~of ~~team~~March ~~invaluable experience in successfully launching an upstart business~~5, ~~establishing~~2024. ~~operational~~These ~~protocols,~~decisions ~~effective~~were ~~departmental~~not ~~structure~~the ~~and~~result ~~execution,~~of ~~capital~~any disagreement ~~raising,~~with ~~and~~the ~~institutionalized corporate~~Company ~~governance.~~on ~~Mr.~~any ~~Gorst~~matter ~~became~~relating to the ~~company~~Company’s ~~most~~operations, ~~extensive series “A” investor~~policies, ~~later~~or ~~becoming the Chairman and CEO~~practices.

InDetails ~~addition~~of toNew serving on the Board as Executive Chairman, Mr. Gorst also served as Vice Chairman for Cloud X Partners, LLC. A growth equity fund supported by 19 investment groups, including four multi-billion-dollar Institutional firms acquiring and integrating cloud-based assets under a single brand standard. Mr. Gorst has sold two technology companies to private equity, one company to a strategic buyer, and one through an employee buyout.Directors:

~~In addition to serving on the board of Cloud X Partners, Mr~~1. ~~Gorst~~Benjawan ~~also~~Tran: ~~served~~Benjawan on(Nancy) ~~the~~Tran ~~audit~~holds ~~committee. He served as the Chairman of the technology and innovation committee for all Cloud X Partners portfolio companies. Mr. Gorst’s track record includes taking~~ a ~~company public,~~degree ~~creating~~in aaccounting ~~market valuation of more than 600 million dollars for shareholders,~~ and ~~generating~~acted anas ~~ROI of 28x for~~ the company’s ~~Venture~~ ~~Investors.~~internal Mrbookkeeper. ~~Gorst~~She ~~also~~resides ~~took that same company back to private status~~ in ~~2011~~Las ~~and was later sold to a private equity firm~~Vegas.

~~Over his~~2. ~~30-year~~Gioong ~~career,~~Ho: Mr. ~~Gorst~~Ho ~~has~~in ~~started~~an ~~seven~~independent ~~companies~~businessman ~~(exited~~with ~~four,~~years ~~with~~of ~~three~~relevant ~~failures),~~experience ~~raising~~in ~~over~~the ~~$100~~cannabis ~~million~~space both in ~~venture~~the Nevada market and ~~debt~~ ~~financing~~elsewhere nationally.

~~The~~Item ~~Company~~8.01 ~~will~~Other ~~continue to search for and identify candidates to fulfill the newly vacated position of Chief Executive Officer.~~Events:

Relationship with Mr. Kelly

The Company has engaged and retained Jim Kelly, former CFO, to assist the Company to liquidate assets as well as address possible corporate restructuring.

Asset Sale Agreement: On March 6, 2024, the board approved, and the Company finalized an agreement to sell the cannabis assets of the business and transfer the Promissory Note for the property known as “The Farm.” The Asset Purchase Agreement (the “Agreement”) was made effective as of February 6, 2024, between BLACK SHEEP 710 CONSULTING, INC. (the “Buyer”) and MJ Distributing C202 LLC and MJ Distributing P133 LLC (collectively the “Seller”), both wholly owned subsidiaries of MJ Holdings Inc.

SIGNATURES

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 hereunto duly authorized.

	MJ HOLDINGS, INC.
Date: October 30, 2023	By:	/s/ John Gorst
Date: March 21, 2024	By:	/s/ Tim Luff
		John Gorst
		Tim Luff
		Interim Chief Executive Officer

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