MJ Holdings, Inc. (Form: 8-K, Received: 08/24/2022 16:46:47)

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): August 24, 2022 (August 24, 2022)

MJ Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55900	20-8235905
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		MJNE		OTCQB

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. ☐

Item 7.01 Regulation FD Disclosure.

On August 24, 2022, the Company issued a press release announcing that OTC Markets had changed the Company’s status to Penny Stock Exempt. The press release is filed as Exhibit 99.1 to this Current Report.

The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press release dated August 24, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	MJ HOLDINGS, INC.

Date: August 24, 2022	By:	/s/ Roger Bloss
		Roger Bloss
		Chief Executive Officer

Exhibit 99.1

OTC Markets Changes Status of MJ Holdings (MJNE) To Penny Stock Exempt

Las Vegas, NV., August. 24, 2022 (GLOBE NEWSWIRE-- MJ Holdings Inc., a Cannabis holding Company with 260 acres of outdoor growing potential, today announced it has been awarded “Penny Stock Exempt” status on www.otcmarkets.com in accordance with rules established by the U.S. Securities and Exchange Commission.

This means shares of MJ Holdings Inc common stock are no longer subject to limitations associated with “penny stocks” (stocks selling for less than $5.)

In addition, selling a “penny stock” involved additional scrutiny and paperwork such that it was very rare that brokerage firms, if any, would accept a “penny stock.” Effective 8/22/2022, OTC Markets has begun displaying MJNE as Penny Stock Exempt on OTC QB profile pages.

“This is a significant achievement for both the Company and its investors, and we are delighted to report this news. This was one of the major goals we set in our business plan and is another example of us executing on that plan and delivering value to our shareholders,” said Paris Balaouras, CCO and founder.

About MJ Holdings, Inc.

MJ Holdings Inc. (OTCQB: MJNE) is a highly diversified, publicly traded, cannabis holding company headquartered in the greater Las Vegas area. MJ Holdings currently provides cultivation management, licensing support, production management and asset and infrastructure development.

Safe Harbor

The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements because of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company’s periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled “Risk Factors”, copies of which may be obtained from the SEC’s website at www.sec.gov. The parties do not undertake any obligation to update forward-looking statements contained in this press release.

Company Contact:

Roger Bloss, Chief Executive Officer

roger@mjholdingsinc.com

(702) 879-4440