Item
8.01 Other Events.
MJ
Holdings, Inc. (OTCQ: MJNE) announced today an offer to exchange (“the Exchange Offer”) MJ Holdings, Inc. (“MJ”)
common stock for shares in MJ Real Estate Partners, LLC, (“MJRE”) an LLC formed for the sole purpose of effecting
the Exchange Offer.
Shareholders
who participate in the Exchange Offer will receive one MJRE common unit for each share of MJ Holdings common stock accepted in
the Exchange Offer. MJ Holdings shares tendered and accepted for exchange will reduce the outstanding shares of MJ Holdings. Subsequent
to the successful completion of the Exchange Offer MJRE will serve as a holding company for the real estate assets and business
previously owned by MJ Holdings.
The
MJ Real Estate Partners separation is due to our inability to scale and expand our real estate business as previously planned
and our intention to engage in business opportunities where we believe we have greater growth opportunities and to which capital
will be more readily available.
In
connection with the Exchange Offer, a prospectus dated November 22, 2016 (“the Prospectus”) was distributed
to shareholders of record as of October 25, 2016. The Exchange Offer will expire at 12:00 midnight, New York City time, on
January 9, 2017 unless extended or terminated by MJ Holdings. Holders of MJ Holdings common may obtain copies of the
Prospectus, other related documents, and any other information that MJ Holdings files electronically with the SEC free of
charge at the SEC’s website at http://www.sec.gov. Alternatively, Island Stock Transfer, the exchange agent for the
Exchange Offer, will, upon request, arrange to send the Prospectus to holders of MJ Holdings common stock who call
(727) 289-0010.
The
Exchange Offer will be made solely by the Prospectus. The Prospectus contains important information about the Exchange Offer,
MJ Holdings, MJ Real Estate Partners and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS, AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
None of MJ Holdings, MJ Real Estate Partners or any of their respective directors or officers makes any recommendation as to whether
you should participate in the Exchange Offer.
Certain
information contained in the offering Prospectus is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of the MJ Real Estate Partner common units in any state in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state. The MJ Real Estate Partner common units
have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or
the securities laws of any other jurisdiction. MJ Holdings may not offer or sell the Common Units unless the offer or sale would
qualify for a registration exemption under the Securities Act and applicable state securities laws.
MJ
Holdings, is a voluntary filer and is not required to make filing as prescribed under Section 13(a) or 15(d) of the Exchange Act.
FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K contains “forward-looking statements” as defined under U.S. federal securities laws. These
statements reflect management’s current
knowledge, assumptions, beliefs, estimates, and expectations and express management’s
current views of future performance, results, and trends and may be identified by their use of terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “will,” and other similar terms. Forward-looking
statements are subject to a number of risks and uncertainties that could cause our actual results to materially differ from those
described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements
are made as of the date hereof, and we undertake no obligation to update such statements after this date.