Current Report Filing (8-k)
April 12 2021 - 3:30PM
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): April 12, 2021 (April 7, 2021)
MJ
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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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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[ ]
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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:
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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 Nevada, 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 March 26, 2021 (the “Effective
Date”), MJ Holdings, Inc. (“MJNE”) entered into a Cultivation and Sales Agreement (the “Agreement”)
with Natural Green, LLC (the “Company”). Under the terms of the Agreement, MJNE shall retain the Company to provide
oversight and management of MJNE’s cultivation and sale of products at MJNE’s Amargosa Valley, NV farm. The Agreement
shall commence on the Effective Date, continue for a period of ten (10) years and automatically renew for a period of five (5)
years. The Company shall be responsible for compliance, standard of care, packaging, insurance, labor matters, policies and procedures,
testing, record keeping, security and marketing. The transaction closed on April 7, 2021.
As deposits, security and royalty, the Company shall
pay to MJNE:
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(i)
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a $500,000 Product Royalty deposit to be applied to the first Product Royalty or Product Royalties;
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(ii)
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a deposit of $20,000 to be applied against the first and last month’s Security and Compliance fee;
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(iii)
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$10,000 on the first of each month for Security and Compliance;
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(iv)
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a royalty of 10% of gross revenue less applicable taxes (hereinafter “Net Sales Revenue”) on all sales of product by the Company; and
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(v)
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the Company shall, after the first two (2) years from execution of the Agreement, be responsible to pay to MJNE a minimum royalty of $50,000.00 per month.
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As compensation, MJNE shall pay to the Company:
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(i)
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a Management Fee that is based upon the net sales price (after taxes) and further subject to all contractual expenses.
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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:
April 12, 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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MJ (CE) (USOTC:MJNE)
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