Current Report Filing (8-k)
October 07 2021 - 3:37PM
Edgar (US Regulatory)
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2021-10-07
2021-10-07
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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): October 7, 2021 (August 26, 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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2580
S. Sorrel St., Las Vegas, NV 89146
(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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OTCQB
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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
8.01. OTHER EVENTS
As
previously reported by MJ Holdings, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on August 2, 2021, the Company’s wholly owned subsidiary, Red Earth, LLC (the “Subsidiary”),
entered into a Stipulation and Order for Settlement of Disciplinary Action (the “Stipulation Order”) with the Nevada Cannabis
Compliance Board (“CCB”).
As
per the terms of the Stipulation Order, the Subsidiary paid a civil penalty in the amount of $10,000 on July 29, 2021. On August 26,
2021, the Company and the Company’s Chief Cultivation Officer and previous owner of the Subsidiary, Paris Balaouras, entered into
a Termination Agreement. Under the terms of the Termination Agreement, the Purchase Agreement (the “Purchase Agreement”),
dated December 15, 2017, entered into between the Company and the Subsidiary was terminated as of the date of the Termination Agreement
resulting in the return of ownership of the Subsidiary to Mr. Balaouras. Neither party shall have any further obligation to one
another pursuant to the terms of the Purchase Agreement.
On
September 2, 2021, the Company received approval of the Termination Agreement from the CCB.
The
foregoing provides only a brief description of the material terms of the Termination Agreement, does not purport to be a complete description
of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text
of the Termination Agreement filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
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:
October 7, 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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