Current Report Filing (8-k)
16 May 2020 - 6:47AM
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): May 15,
2020
MJ Holdings, Inc.
(Exact name of registrant as specified in its charter)
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
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1300 South Jones Blvd., Suite 104, 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))
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 Colorado, 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.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On May
14, 2020, the Company’s Board Chairman and CEO, Paris
Balaouras, held a telephonic meeting with Mr. Roger Bloss, Director
and the Company’s President, Terrence M. Tierney to discuss
the ongoing impact of the COVID-19 pandemic on the Company’s
current and future operations. The company continues to experience
on-going setbacks due to the COVID-19 pandemic. While initially
declaring the legally regulated marijuana industry as essential,
Nevada Gov. Steve Sisolak quickly moved to shut down all in-person
retail sales and allowed for a delivery only model. Approximately
50% of Nevada dispensaries were able to operate under the delivery
guidelines, including very few of the Company’s current
customers. We were advised by some of our customers that they would
not be able to make any payments on outstanding invoices until
further notice, which has had a significant impact on the
Company’s cashflows. Due almost exclusively to the measures
implemented by Gov. Sisolak in late March of this year the Company
has been unable to sell any of its current inventory. Effective May
8, 2020, Nevada dispensaries were allowed to reopen their onsite
retail operations pursuant to strict social distancing and
occupancy guidelines. Market research indicates that many Las Vegas
dispensaries are holding higher than average inventories of
marijuana products due to the expected demand during the annual
NCAA March Madness and the
previously scheduled National Football League draft that was to be
held in late April in Las Vegas, due to COVID -19 these events were
both cancelled. The cancellation of these events and the
concomitant downturn in tourism and travel to Las Vegas has
significantly impacted demand for legally regulated marijuana
products in Las Vegas, resulting in a glut of inventory. The
Company is hopeful and expects demand to increase over the next
four to six weeks as Las Vegas casinos reopen and local demand
increases due to a return to onsite retail dispensary
operations.
The
Company has planted an auto-flower crop on approximately one acre
of land at its Amargosa, NV cultivation facility. While this crop
has not allowed us to re-hire any of our farm personnel we have
been able to maintain minimum staffing levels while adequately
servicing the farm. We expect to harvest this crop in mid-June of
2020. Due to this being the Company’s first springtime grow
on a one acre parcel we cannot accurately predict total yields at
this time; however, the plants are currently growing on schedule
and appear to be robust and healthy. We expect to plant our entire
three-acre grow (approximately 8,000 plants) in late June of 2020,
utilizing traditional photosensitive strains and clones from what
we believe are genetically superior mother plants. We anticipate a
mid to late October harvest with increased yields over our 2019
harvest primarily due to increased planting density and more
predictable outcomes due to the use of plant clones as opposed to
previous crops that were grown from seeds.
Section 8 – Other Events
Item 8.01 Other Events
On May
14, 2020, the Company’s Audit Committee held a telephonic
meeting to address the continuing effects of the COVID-19 pandemic
on the Company’s ability to meet its filing obligations on
Form 10-Q due on May 15, 2020. The Company is headquartered in Las
Vegas, NV and its President, Terrence M. Tierney, is based in New
York, NY and regularly travels between New York and Las Vegas, one
of Mr. Tierney’s duties is to serve as an advisor to the
Audit Committee. Mr. Tierney’s inability to freely travel
between the Company’s headquarters and his home due solely to
COVID-19 imposed travel restrictions and the Company’s
significant reduction in staff due to COVID-19 is making it very
difficult for Mr. Tierney to access necessary documents, to
effectively communicate with internal and external accounting
staff, and to comply with document and other requests from the
Company’s independent registered public accountants.
Additionally, operational issues and other restrictions, including
staffing and employee health issues related directly to the
COVID-19 pandemic has caused delays in delivering requested items
and documents to the Company’s independent registered public
accountants. Therefore, the Company’s management does not
believe that it has the ability to file its first quarter 2020
unaudited consolidated financial statements on Form 10-Q by May 15,
2020. It is anticipated that with the current easing of travel
restriction to Las Vegas that Mr. Tierney will be able to return to
the Las Vegas headquarters during the week of May 24,
2020.
The
Company, in reliance on the Order issued by the U.S. Securities and
Exchange Commission (“SEC”), pursuant to Section 36 of
the Exchange Act, that a registrant (as defined in Exchange Act
Rule 12b-2) subject to the reporting requirements of Exchange Act
Section 13(a) or 15(d), and any person required to make any filings
with respect to such a registrant, is exempt from any requirement
to file or furnish materials and any amendment thereto with the
Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a),
14(c), 14(f), 15(d) and Regulations 13A, 13D-G (except for those
provisions mandating the filing of Schedule 13D or amendments to
Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and
14f-1, as applicable:
1.
The
Company is relying on SEC Order (Release No. 34-88465) dated March
25, 2020;
2.
Please
see information disclosed herein above; and
3.
While
Company management cannot commit to a date certain for the filing
of its first quarter 2020 unaudited consolidated financial
statements on Form 10-Q, the Company fully expects to complete and
submit the Form 10-Q within the timeframe established within the
Order and will continue to provide current information on Form
8-K.
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: May 15,
2020
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By:
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/s/ Terrence M.
Tierney
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Terrence M.
Tierney
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President
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