MDJM Ltd launched an upsized public offering of 4,280,000 units, each comprising one Class A ordinary share and one Series A warrant. The offering is priced at $1.40 per unit, aiming to raise approximately $6.0 million before expenses, and includes a 45-day underwriter option for additional units. The deal is set to close on February 11, 2026, subject to customary closing conditions.

Shares dropped by more than 65% following the offering announcement, reflecting investor concern over dilution and capital structure changes. At the time of pricing, the stock was trading near its 52-week low and remained about 70% below its 100-day simple moving average, signaling heightened bearish sentiment.

Underwriters can purchase additional shares and warrants within 45 days, which may further dilute existing equity. The Series A warrants are immediately exercisable, with price adjustments scheduled on the fourth and eighth trading days post-closing, potentially impacting future share counts.

MDJM plans to deploy proceeds toward its UK expansion, focusing on cultural venues and animation projects to diversify revenue streams. The company’s revenue is currently derived entirely from hotel operations, and it aims to strengthen its presence in Europe’s cultural innovation sector.