CALLAN JMB INC. (CJMB) SEC Filings

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.

Callan JMB Inc. reported lower revenue and higher losses for the three and six months ended June 30, 2026. Quarterly revenue was $1,376,326 and six‑month revenue was $2,482,468, down 17% and 20% from the prior-year periods, mainly from reduced demand for emergency preparedness services by state and local governments.

The company recorded a net loss of $1,231,923 for the quarter and $4,446,977 for the first half of 2026, a 68% larger loss year‑to‑date than in 2025. Cash and cash equivalents were $860,273 at June 30, 2026, with net cash used in operating activities of $2,075,943 for the six months. Total assets were $4,451,058 and stockholders’ equity declined to $681,863.

Management states that recurring losses, negative operating cash flows, a $14,706,991 accumulated deficit, and limited cash raise substantial doubt about the ability to continue as a going concern within one year. To support liquidity, the company is using a $25.0 million Equity Line of Credit, which generated $915,000 of net proceeds and 596,837 shares issued in the first half, and has established a $5.0 million at‑the‑market offering program with no sales to date.

Callan JMB Inc. obtained written consent from holders of approximately 55.9% of its common stock to approve two major actions without a stockholder meeting. First, the company approved issuing 1,000 shares of Series A Perpetual Convertible Preferred Stock with an aggregate stated value of $10,000,000 to acquire substantially all of Reger Oil’s Williston Basin oil and gas assets. These preferred shares are convertible at $2.10 per share into about 4,761,905 common shares, potentially exceeding Nasdaq’s 20% issuance thresholds and creating approximately 54.3% dilution on an as-converted basis relative to the 5,664,868 common shares outstanding as of July 30, 2026.

The Series A Preferred bears no dividends, ranks senior to common stock in liquidation, is not redeemable, carries a 9.9% ownership cap on conversions at any one time, and allows its majority holders to elect two board members and secure board representation for Reger’s CEO as Co‑CEO. Second, the consent approves amending the 2024 Equity Incentive Plan to set the share reserve at 15% of outstanding common stock, with an additional evergreen increase each January 1 from 2027 at the board’s discretion, expanding long‑term equity capacity as the share count grows.

Callan JMB Inc. has received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, based on 30 consecutive business days below that level. The stock continues to trade on the Nasdaq Capital Market under the symbol CJMB.

The company has an initial 180-day compliance period, until December 28, 2026, to regain compliance by achieving at least $1.00 per share for a minimum of ten consecutive business days, or longer if Nasdaq requires. If still noncompliant, a second 180-day period may be available, potentially involving a reverse stock split.

If compliance is not regained within the allowed periods, Nasdaq may initiate delisting, which the company could appeal to a Nasdaq Hearings Panel. Callan JMB states it will actively monitor its share price and consider options, including a reverse split, but there is no assurance it will maintain its listing.

Callan JMB Inc. reports the resignation of Executive Vice President and director Eric Kash, effective June 5, 2026. The company states his resignation was not due to any disagreement over its operations, policies, or practices.

Under a Settlement, Waiver and Release Agreement, Callan JMB will pay Mr. Kash $125,000 in severance in three monthly installments of $41,666.67, plus accrued unused vacation. He retains 187,500 vested stock options, which remain exercisable for their full 10-year term instead of a shorter post-termination window.

The agreement mutually releases claims between the parties, terminates his October 2024 employment agreement and amendment, and includes confidentiality and non-disparagement provisions. The company also notes forward-looking plans to submit a proposal to regain compliance with Nasdaq’s Stockholders’ Equity Requirement within 45 calendar days.