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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): August 19, 2026
| Callan
JMB Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-42506 |
|
99-0931141 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
244
Flightline Drive
Spring
Branch, Texas |
|
78070 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (830) 438-0395
N/A
(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 |
|
CJMB |
|
The
Nasdaq Stock Market LLC |
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.
Item
1.01. Entry into a Material Definitive Agreement.
On
August 19, 2026, Callan JMB Inc., a Nevada corporation (the “Company”), together with its wholly owned subsidiary
Callan Power LLC, a Nevada limited liability company (“Buyer”), entered into an Asset Purchase and Sale Agreement
(the “APA”) with Reger Oil, Inc., a Nevada corporation (“Seller”), pursuant to which Buyer agreed
to acquire all of Seller’s right, title and interest in and to certain leases and other oil and gas assets in the Williston Basis
(the “Assets”), including leasehold interests, mineral interests, contracts, permits, surface rights, equipment, and
related records.
The
aggregate purchase price for the Assets (the “Purchase Price”) consists of (a) 1,000 shares of the Company’s
Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), having an aggregate
stated value of $10,000,000 (the “Preferred Stock Consideration”), to be issued in accordance with a Certificate of
Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) to be filed with the Nevada
Secretary of State, and (b) $2,000,000 in cash (the “Cash Consideration”), payable on or before December 31, 2026.
The
closing of the transactions contemplated by the APA (the “Closing”) is expected to occur on or before September 22,
2026, subject to the satisfaction or waiver of customary closing conditions, including, among others, (i) the accuracy of the representations
and warranties of the parties, (ii) the performance of the covenants and agreements of the parties, (iii) the absence of any litigation
seeking to prevent the transactions, (iv) Buyer’s satisfactory completion of title and environmental diligence on the Assets, and
(v) the Company’s receipt of stockholder approval in accordance with Nasdaq Listing Rules 5635(a) and 5635(d) for the issuance
of the Preferred Stock Consideration and all shares of Common Stock issuable upon conversion thereof. The APA may be terminated by either
party if the Closing has not occurred on or before October 31, 2026.
In
connection with the APA, the parties have agreed to certain governance arrangements. Within six months after the Closing, the Company
will cause Buyer’s name to be changed to “Reger Energy, LLC” or such other name as the Company’s Board of Directors
shall determine. Mr. Michael Reger, Seller’s principal, will be appointed President of Buyer and will be appointed to the Company’s
Board of Directors to fill an existing vacancy. In addition, upon or promptly after the Closing, a current director of the Company will
resign and the holders of a majority of the stated value of the Preferred Stock will nominate and elect a replacement to fill such vacancy.
The
APA provides for mutual indemnification by the parties for, among other things, breaches of representations, warranties and covenants.
Seller’s fundamental representations survive the Closing indefinitely, while other representations and warranties of each party
survive for twelve months following the Closing. The APA also provides for customary limitations on indemnification, including a deductible
amount and a de minimis threshold for individual claims.
Except
as otherwise provided in the APA, Buyer will acquire the Assets on an “as is, where is” and “with all faults”
basis, subject to the representations and warranties of Seller contained in the APA and a special warranty of defensible title. The parties
intend that the transaction constitute an asset purchase pursuant to a definitive purchase and sale agreement and not a business acquisition
for purposes of Regulation S-X promulgated by the U.S. Securities and Exchange Commission.
The
issuance of the Preferred Stock to Seller is being made pursuant to exemptions from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act.
The
APA contains customary representations, warranties, covenants, and indemnification obligations of the parties. The representations, warranties
and covenants contained in the APA were made only for purposes of the APA and as of specific dates, were solely for the benefit of the
parties to the APA, and may be subject to limitations agreed upon by the contracting parties.
The
foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the full text of the
APA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing
description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full
text of the Certificate of Designation, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein. Capitalized terms used but not defined in this Current Report on Form 8-K will have the meanings assigned to them
by the APA.
This
Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing
such shares contain a legend stating the same.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the APA described in Item 1.01 above, the Company agreed, upon the Closing, to issue 1,000 shares of its Series A Perpetual
Convertible Preferred Stock to Seller as partial consideration for the Assets. The issuance of such securities is exempt from registration
under Section 4(a)(2) of the Securities Act. The description of the Preferred Stock in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
Forward-Looking
Statements
This
Report and the exhibit(s) attached hereto, including the disclosures set forth herein, contain certain forward-looking statements that
involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,”
“estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify
such forward-looking statements.
Forward-looking
statements in this Report or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders
of the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties
and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ
from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.
Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.
These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of
which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s
actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.
The Company expressly disclaims any obligation or intention to update these forward-looking statements contained in this Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Asset
Purchase and Sale Agreement, dated August 19, 2026, by and among Reger Oil, Inc., Callan Power LLC and Callan JMB Inc. *[ Portions
of this Exhibit have been omitted pursuant to Item 601 (b)(10) of Regulation S-K.]* |
| 99.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of the Series A Perpetual Convertible Preferred Stock of Callan JMB Inc. (included as Exhibit B to Exhibit 10.1) |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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.
| Date:
August 24, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name: |
Wayne
Williams |
| |
Title: |
Chief
Executive Officer |
