Callan JMB Inc. SEC Filings

Callan JMB Inc. CEO, chairman and president Wayne D. Williams, who is also a director and 10% owner, reported open-market purchases of the company’s common stock. On December 11, 2025 he bought 62 shares at $1.79 per share, and on December 12, 2025 he bought 4,926 shares at $1.75 per share, bringing his direct beneficial ownership to 2,267,488 shares. On December 15, 2025 he purchased 10,810 shares at $1.70 per share through Health Hero America, LLC, which then held 79,355 shares for him indirectly, alongside 25,625 shares held indirectly through Warehouse Asset Management, LLC.

Callan JMB Inc. CEO, Chairman and President Wayne D. Williams, who is also a director and 10% owner, reported insider purchases of the company’s common stock on 12/10/2025 and 12/11/2025. The transactions used code “P” for purchases.

Through Health Hero America, LLC, which he solely owns, he acquired 13,689 and 30,856 shares at $1.65 per share, bringing that entity’s beneficial holdings to 68,545 shares after the later trade. He also reports beneficial ownership of 2,262,500 shares directly and 25,625 shares indirectly through Warehouse Asset Management, LLC, in which he holds a 41% ownership interest.

Callan JMB Inc. is asking shareholders to vote at its 2025 virtual annual meeting on December 29, 2025. Investors will elect five directors, including CEO Wayne Williams and executives Eric Kash and independent nominees Mark Meller, Liberty Duke and Senator Gerald Dial, each to serve until the 2026 meeting. Shareholders are also being asked to ratify Rosenberg Rich Baker Berman, P.A. as the independent auditor for the year ending December 31, 2025.

The meeting will be held online only, with access using a Virtual Control Number, and shareholders of record at the close of business on November 24, 2025, may vote. As of that date, the company had 4,623,027 common shares outstanding, with Williams and Chief Medical Officer David Croyle together controlling a large majority. The proxy describes board independence, committee structure, related-party transactions and executive employment and incentive arrangements.

Callan JMB Inc. (CJMB) filed its Q3 2025 10‑Q reporting higher quarterly revenue but wider losses. Q3 revenue was $1,446,917 (vs. $1,435,376 a year ago), with gross profit of $493,307. Selling, general and administrative expenses rose to $2,372,465, driving an operating loss of $(1,879,158) and a net loss of $(2,731,341).

For the first nine months, revenue was $4,562,604 (vs. $5,211,665), and net loss expanded to $(5,373,327). Operating cash flow was $(3,887,737). Cash and cash equivalents were $2,789,744 at September 30, 2025. Governmental customers accounted for most sales, led by emergency preparedness at $973,921 in Q3.

The company completed an IPO in February, raising gross proceeds of about $5,776,000 (net ~$4,700,000), and established a $25,000,000 equity line of credit. Under the facility, ~123,208 shares were issued for net proceeds of ~$497,750, and a derivative liability of $624,041 was recorded. Shares outstanding were 4,623,027 as of September 30, 2025; as of November 14, 2025, 4,623,027 shares were issued and outstanding.

Callan JMB Inc. announced financial results for the third quarter ended September 30, 2025. The company furnished the full press release as Exhibit 99.1 to a Form 8-K and stated the information is “furnished” and not deemed “filed” under the Exchange Act, nor incorporated by reference unless specifically referenced. The company’s common stock trades on Nasdaq under the symbol CJMB.

Callan JMB Inc. provides a preliminary information statement dated October 3, 2025 showing insider ownership and selected 2023–2024 executive compensation. Wayne Williams is listed as Chief Executive Officer, President and Chairman and is shown holding 822,375 shares, representing 18.35% of the company. The document reports an aggregate beneficial ownership figure of 3,310,500 shares or 73.87%. Reported compensation entries include a 2023 total of $5,896,896 for Wayne Williams, $1,800,000 for David J. Croyle, M.D. in 2023 and $832,063 for Dr. Croyle in 2024. Other disclosed 2024 compensation amounts include $102,885 for Eric Kash and $171,739 for Jeffrey Appleman. The statement is signed by Wayne Williams.

Callan JMB Inc. filed a Preliminary Information Statement (PRE 14C) that includes signature pages dated October 3, 2025 and a partial disclosure of executive names, titles, and select cash compensation figures for 2023–2024. The document lists Wayne Williams as Chief Executive Officer, President, and Chairman and shows signatures by Mr. Williams. Reported cash or total compensation line items include $5,896,896, $5,596,896, $832,063, $1,800,000, $102,885, and $171,739, shown alongside individual names such as David J. Croyle, M.D., Eric Kash, Shannon Badger, and others. The filing appears to be a short, partial extract focused on signatures and selected compensation rows rather than a full narrative or complete financial statement.

Callan JMB Inc. completed an initial public offering in February 2025, issuing 1,280,000 shares at $4.00 and a ~164,000 share overallotment for total gross proceeds of ~$5.78 million and net proceeds of approximately $4.7 million after underwriting discounts. The company issued underwriter warrants (72,179) and recognized equity-classified warrants in additional paid-in capital.

The company reported significant operating losses: six-month and year-to-date losses before income taxes of $(2.64M) and $(1.40M) in comparative periods, and net loss per share (basic and diluted) of $(0.87) based on 2,630,137 weighted average shares. Cash decreased materially (e.g., decreases of $3.06M and $1.04M in periods shown). Balance sheet shows increased equity after IPO, material operating lease liabilities and right-of-use assets, and deferred tax assets primarily from NOLs.