Callan JMB Inc. filings document the public-company record of a Nevada corporation operating in healthcare logistics, cold-chain fulfillment, emergency preparedness support and pharmaceutical supply-chain services. The company’s Form 8-K reports furnish operating results, business updates, Regulation FD investor materials, material agreements and amendments to common stock purchase arrangements.
Registration statements describe the company’s securities offering, business disclosures, capital structure and risk factors. Proxy materials cover annual-meeting procedures, stockholder voting matters and governance. Recent current reports also document Nasdaq continued-listing compliance matters, including disclosures related to the stockholders’ equity standard for The Nasdaq Capital Market.
Callan JMB Inc. said its wholly owned subsidiary, Callan Power LLC, terminated, effective immediately on October 16, 2026, an Asset Purchase and Sale Agreement with The Pfanenstiel Company, LLC. Entered into on August 26, 2026, the agreement covered Callan Power’s proposed acquisition of 50% of the seller’s right, title and interest in certain oil and gas leases and mineral interests on properties in North Dakota and Montana.
Callan Power and Callan JMB concluded that the diligence conducted was not sufficient to support a decision to proceed at this time. Callan JMB said it will no longer need to raise additional capital to complete the acquisition. The parties may continue evaluating a potential future transaction on different terms, but there is no assurance they will agree to or complete one.
Callan JMB Inc. (CJMB) requested a hearing on October 14, 2026, to appeal Nasdaq staff’s determination that the company did not meet the terms of an extension to regain compliance with Nasdaq’s $2,500,000 stockholders’ equity requirement. The extension followed a deficiency notice issued April 7, 2026, and ran through October 5, 2026. The company cited its inability to complete capital-raising initiatives and demonstrate compliance.
The hearing request stays the planned suspension of CJMB common stock and the Form 25-NSE filing pending the Nasdaq Hearings Panel’s decision. Without an appeal by October 19, 2026, suspension was scheduled for October 21, 2026. The company intends to demonstrate compliance, but said there can be no assurance the Panel will grant continued listing or that the company will regain and maintain compliance.
Callan JMB Inc.'s majority holders approved the asset purchase and 2024 Equity Incentive Plan amendment by written consent on August 8, 2026. Wholly owned subsidiary Callan Power LLC is to acquire 26 Williston Basin leases and exploration rights and data from Reger Oil, Inc.; the properties have no producing wells or revenue-generating activity, and production could occur no earlier than 2027. Purchase consideration consists of 1,000 Series A preferred shares with an aggregate stated value of $10,000,000 plus $2,000,000 cash payable on or before December 31, 2026. Closing is expected on or before October 26, 2026, subject to conditions; either party may terminate if it has not occurred by October 31, 2026.
At $2.10 per common share, the preferred stock is convertible into approximately 4,761,905 shares, subject to customary anti-dilution adjustments and a 9.9% ownership limit that restricts conversion pace, not the total number issuable. Full conversion would represent approximately 45.7% dilution on an as-converted, fully diluted basis; holders of a majority of the preferred stock's stated value may elect two directors while shares remain outstanding. The Plan reserve would equal 15% of outstanding Common Stock, with annual increases beginning January 1, 2027, subject to Board determination. The actions take effect no earlier than 20 calendar days after the first mailing, expected on or about October 5, 2026; no further stockholder vote is requested.
Callan JMB Inc. (CJMB) filed a post-effective amendment to its Form S‑1 to update a resale registration covering up to 6,000,000 shares of common stock issuable to Hexstone Capital, LLC under an Equity Line of Credit Purchase Agreement. This keeps effective Hexstone’s ability to resell shares it acquires from Callan.
Under the amended equity line, Callan may, at its discretion, sell Hexstone up to $75,000,000 of common stock through April 1, 2027 at 95% of the lowest daily trading price during a defined measurement period, subject to a 4.99% Beneficial Ownership Limitation and a $1.00 minimum closing price condition. As of this prospectus, 2,014,799 shares have been issued to Hexstone and Callan has received $3,550,000 in gross proceeds; 3,985,201 additional shares remain covered by this amendment.
The company also discloses recent developments, including Nasdaq notices for stockholders’ equity and minimum bid price deficiencies, a $5,000,000 at-the-market program, and its strategic expansion into the energy and non‑operating oil and gas sectors via Callan Power LLC and two asset purchase agreements.
CALLAN JMB INC. (symbol: CJMB) is the issuer of record for a Form PRER14C filing submitted to the SEC.
Callan JMB Inc. (CJMB) disclosed that director Mark Meller resigned from its board, and from his roles as audit committee chair and governance and compensation committee member, effective August 26, 2026. The change is tied to governance arrangements under an Asset Purchase and Sale Agreement through which subsidiary Callan Power LLC agreed to acquire certain oil and gas assets from Reger Oil, Inc.
Upon closing of that transaction, holders of a majority of the stated value of Series A perpetual convertible preferred stock issued to Reger Oil will nominate and elect a replacement director to fill the vacancy created by Meller’s resignation. If the asset purchase is not completed, the remaining directors will fill the vacancy under the company’s bylaws. The company states that Meller’s resignation was not due to any disagreement regarding operations, policies or practices. The company also includes forward-looking statements about submitting a plan within 45 days and its ability to regain compliance with Nasdaq’s Stockholders’ Equity Requirement, subject to various risks and uncertainties.
Callan JMB Inc. (CJMB), through its Nevada subsidiary Callan Power LLC, entered into an Asset Purchase and Sale Agreement to acquire 50% of The Pfanenstiel Company, LLC’s interests in certain oil and gas leases and wells in North Dakota and Montana. The Assets include leasehold interests, wells, hydrocarbons, equipment, contracts, surface rights, and related records, with certain wellbores excluded.
The aggregate cash purchase price is $12,500,000 payable at closing, plus a supplemental payment of $1,000,000 to be deposited into escrow at closing to cover Buyer’s share of drilling and completion costs incurred from signing through the closing date; any remainder in escrow after those costs are paid or six months after closing will be remitted to the Seller. Closing is expected on or before September 30, 2026, subject to customary conditions including satisfactory due diligence, acceptable financing for the Buyer, required regulatory approvals, and absence of litigation preventing the deal.
Either party may terminate if closing has not occurred by the Outside Termination Date, and the Buyer has additional termination rights tied to financing, due diligence results, material adverse changes to the Assets, and regulatory approvals. The Assets will be acquired on an “as is, where is” basis, with Seller providing only a special warranty of title in the assignment. The agreement permits assignment to a qualified intermediary to accomplish a Section 1031 like-kind exchange and is governed by Texas law.
CALLAN JMB INC. (symbol: CJMB) is the issuer of record for a Form 8-K filing submitted to the SEC.
Callan JMB Inc. (CJMB) entered into a First Amended and Restated Purchase Agreement with an institutional investor, expanding its equity purchase facility from $25 million to up to $75 million of common stock (ELOC Shares). The company has the right, but not the obligation, to sell shares through this facility until the earlier of April 1, 2027 or when the full $75 million has been purchased.
Regular and Exemption Purchases may range from $500,000 to $2,000,000 per notice, with pricing set at discounts to the market price, subject to a $1.00 Floor Price and a 4.99% beneficial ownership cap for the investor. If the company terminates the agreement after selling less than $7.5 million, it must pay a $250,000 termination fee in cash or stock. A related amended Registration Rights Agreement requires filing a new registration statement within 30 days, with share penalties of 25,000 common shares for missing filing or effectiveness deadlines.
Callan JMB Inc. obtained majority written consent to approve two major actions without holding a stockholder meeting. Proposal 1 authorizes issuing more than 19.99% of common stock under Nasdaq rules to complete the acquisition of oil and gas leases and seismic data from Reger Oil, Inc. Consideration includes 1,000 shares of Series A Perpetual Convertible Preferred Stock with an aggregate stated value of $10,000,000 plus $2,000,000 cash. The preferred converts at $2.10 per share into about 4,761,905 common shares, subject to a 9.9% Ownership Limitation and anti-dilution adjustments, and carries rights to elect two directors; Michael Reger will become Co‑CEO and join the board. Based on 5,664,868 shares outstanding, full conversion would dilute existing holders by approximately 54.3% on an as‑converted, fully diluted basis.
Proposal 2 amends the 2024 Equity Incentive Plan to set the share reserve at 15% of outstanding common stock with an annual evergreen increase from 2027 at the board’s discretion, which will grow the available equity pool as the share count rises, including from the Reger transaction.