Item 7.01
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Regulation
FD Disclosure.
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MJ Holdings, Inc.’s (“MJ”)
offer to shareholders to exchange shares of MJ Holdings common stock for shares representing limited liability company membership
interests of MJ Real Estate Partners LLC, expired at 12:00 midnight, New York City time, on January 7, 2017. Under the terms
of the exchange offer, each share representing limited liability company membership interests of MJ Real Estate Partners, will
be received for each share of MJ Holdings common stock accepted in the exchange offer.
According to the exchange agent,
Island Stock Transfer, Inc., 1,800,000 shares of MJ Holdings common stock were validly tendered and not validly withdrawn. On
January 10, 2017, MJ Holdings accepted for exchange 1,800,000 shares of MJ Holdings common stock in exchange for the 1,800,000
shares of MJ Real Estate Partners’ units representing limited liability company membership interests, in accordance with
the terms of the Exchange Offer. Based on the total number of shares of MJ common stock tendered prior to the expiration of the
exchange offer, 12.8% of the tendered shares of MJ common stock will be exchanged under the terms of the exchange offer.
MJ Holdings’ transfer of its
real estate assets and real estate business to MJ Real Estate Partners LLC will be effective as of February 1, 2017.
The consummation of the exchange
offer completes the divestiture of MJ Holdings’ real estate assets and business to MJ Real Estate Partners, an independent,
standalone company. The divestiture is consistent with MJ’s efforts to explore and/or develop new business opportunities
that management believes are more scalable and will allow MJ Real Estate Partners to operate as a stand-alone company and focus
on its own business objectives.
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.