MJ Holdings, Inc. (Form: 8-K, Received: 10/07/2021 16:37:22)

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)

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. ☐

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.

(d)

Exhibits.

Exhibit No.		Description
10.1		Termination Agreement dated August 26, 2021
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: October 7, 2021	By:	/s/ Roger Bloss
		Roger Bloss
		Interim Chief Executive Officer

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (“Agreement”) is entered into this 26^th day of August, 2021 by and between MJ Holdings, Inc. (“MJ”) and Red Earth LLC (“RE”). RE and MJ are collectively referred to hereinafter as the “Parties” in the plural or “Party” in the singular.

RECITALS

	1.	WHEREAS, the Parties entered into that certain purchase agreement dated December 15, 2017 (“Purchase Agreement”) wherein MJ agreed to purchase 100% of the interest in RE.
	2.	WHEREAS, the Parties anticipated that they would build out the facility that RE was licensed to operate a cannabis cultivation grow in. However, the project never came to fruition and was never completed.
	3.	WHEREAS, the Parties inadvertently did not submit the transfer of ownership to the Nevada Department of Taxation when the Purchase Agreement was entered into.
	4.	WHEREAS, as a result of the failure to submit the Purchase Agreement to the Department of Taxation at the time the Purchase Agreement was entered into, the Nevada Cannabis Compliance Board (“CCB”) initiated an investigation into the transfer of RE ownership without approval by the Nevada Department of Taxation or the CCB.
	5.	WHEREAS, as a result of the CCB investigation, the CCB and RE entered into a settlement agreement (“Settlement Agreement”) wherein RE was fined $10,000.00, received one Category 2 violation, and RE agreed that it would cancel the transaction between itself and MJ.
	6.	WHEREAS, the Parties have agreed to terminate the Purchase Agreement pursuant to the Settlement Agreement.

Therefore, for good and valuable consideration, the Parties hereby agree as follows:

TERMS

	7.	The Purchase Agreement is hereby cancelled and terminated as of the Date of this Agreement.
	8.	Neither Party shall have any further obligation to one another pursuant to the terms of the Purchase Agreement.
	9.	MJ hereby releases any and all claims it has, in the past, present and future, relating to any and all ownership in RE. MJ fully discharges RE from any and all obligations under the Purchase Agreement. MJ acknowledges that is has no ownership interest in RE and is no longer an owner or affiliate of RE in any manner or form.
	10.	The Parties hereby agree to indemnify, defend, and hold the other Party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys’ fees, costs, and expert witnesses’ fees) arising out of or in connection with the Purchase Agreement and any claim that, taking the claimant’s allegations to be true, would result liability on the part of the Party against whom the claim is brought.
	11.	Each Party represents and warrants that it has authority to enter into this Agreement and has obtained all necessary consent required under its bylaws, rules, and/or operating agreement to execute the same.

	12.	This Agreement may be executed in any number of counterparts confirmed by facsimile signatures transmitted by telephone, each of which shall be deemed a duplicate original.
	13.	This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their representatives, administrators, successors, entities, partnerships, assigns, or subsidiaries as the case may be.
	14.	This Agreement may not be amended unless agreed to in writing and approved by the CCB.
	15.	This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
	16.	This Agreement constitutes the entire Agreement by and between the Parties and supersedes and replaces any and all previous agreements entered into or negotiated between the Parties. No promise or inducement has been offered or accepted except as expressly set forth herein.
	17.	Each Party will bear its own attorney’s fees and costs in this matter. If any subsequent action is commenced to enforce and/or interpret the terms of this Agreement, or for an alleged breach of this Agreement, the prevailing party in such action shall be entitled to recover its expenses related to such action, including but not limited to, its reasonable attorney’s fees and costs of suit.
	18.	This Agreement must be approved be the CCB pursuant to the settlement agreement entered into between RE and the CCB. The Agreement shall be submitted to the CCB for its approval on or before August 31, 2021. In the event that the CCB requires additional modifications to this Agreement, the Parties shall work together in good faith to effectuate any such changes for modifications.

Dated the 26^th day of August, 2021

Red Earth LLC			MJ Holdings, Inc.


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