Current Report Filing (8-k)
January 27 2021 - 5:13PM
Edgar (US Regulatory)
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 (Date of earliest event reported): January 27, 2021 (January 21, 2021)
MJ
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55900
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20-8235905
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7320
S. Rainbow Blvd., Suite 102-210, Las Vegas, NV 89139
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(702) 879-4440
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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MJNE
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OTC
Markets “PINK”
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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. [ ]
Forward-looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements can generally be identified by our use
of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,”
“estimate,” “believe,” “continue,” or other similar words. Readers of this report should be
aware that there are various factors that could cause actual results to differ materially from any forward-looking statements
made in this report. Factors that could cause or contribute to such differences include, but are not limited to, changes in general
economic, regulatory and business conditions in Colorado, and or changes in U.S. Federal law. Accordingly, readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
Item
1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On
January 21, 2021, the Company received a Notice of Termination (the “Notice”), effective immediately, from Acres Cultivation,
LLC (“Acres”) on the following three (3) agreements (collectively, herein the “Cooperation Agreement”):
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1)
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The
Cultivation and Sales Agreement entered into by and between MJNE and Acres, dated as
of January 1, 2019 (the “Cultivation and Sales Agreement” or “CSA”),
pursuant to Sections 5.3, and 16.20 (cross-default);
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2)
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The
Consulting Agreement, by and between Acres and MJNE, made as of January 1, 2019 (the
“Consulting Agreement”), pursuant to Sections 10 and 11.10 (cross-default);
and
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3)
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The
Equipment Lease Agreement between Acres and MJNE, dated as of January 1, 2019 (the “Equipment
Lease Agreement”), pursuant to Sections 8(ii), 8(iv), and 29 (cross-default).
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Within
the Notice, Acres makes claims that the Company and its subsidiaries failed to perform in accordance with the terms and conditions
of the Cooperation Agreement in a number of ways, as follows, and among others:
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1.
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The
Company’s failure to comply with applicable law;
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2.
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The
Company’s ongoing compliance violations and failures or inability to cure;
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3.
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The
Company’s failures under CSA sections 5.3(c) and 6.1(b);
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4.
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The
Company’s breaches related to sales;
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5.
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The
Company’s breach by failure to discharge Mechanic’s lien; and
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6.
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The
Company’s breach by failure to obtain required insurance.
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The
Company and Acres (the “Parties”) are in active discussions in an effort to remedy the alleged breaches noted within
the Notice. There is no guarantee that the Parties will reach a resolution satisfactory to the Company.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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.
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MJ
HOLDINGS, INC.
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Date:
January 27, 2021
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By:
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/s/
Roger Bloss
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Roger
Bloss
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Interim
Chief Executive Officer
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