Current Report Filing (8-k)
May 21 2021 - 4:31PM
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): May 21, 2021 (May 18, 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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May 18, 2021, the Company entered into two Corporate Advisory Agreements with GYB, LLC, a Utah limited liability company.
Corporate
Advisory Agreement (Research & Development)
Under the terms of the Research & Development
Agreement (the “Research Agreement”), GYB, LLC (the “Advisor”) shall report to Company, in writing, on a quarterly
basis beginning on July 1, 2021, on the status of the psychedelics industry including, but not limited to, those areas of importance
identified in the Recitals, identify entities operating within the legally regulated psychedelics industry that may be suitable as a
potential acquisition or merger candidate and other such services the parties agree upon. The Research Agreement has a term of one year
and begins on May 18, 2021. As compensation for the services provided, the Company shall pay the Advisor $310,000 upon execution of the
Research Agreement.
Corporate
Advisory Agreement (M&A and Funding)
Under
the terms of the M&A and Funding Agreement (the “M&A Agreement”), GYB, LLC (the “Advisor”) shall identify
prospective funding sources, identify potential companies for acquisition within the cannabis industry, identify pertinent technology
companies that drive-up point of sale solutions and other such services the parties agree upon. The M&A Agreement has a term of two
years and begins on May 18, 2021. As compensation for the services provided, the Company shall pay the Advisor $290,000 upon execution
of the M&A Agreement.
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:
May 21, 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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