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2026-06-29
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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): June 29, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 29, 2026, Callan JMB Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the
Company’s common stock for the last 30 consecutive business days, the Company no longer satisfies the requirement to maintain a
minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2)
(the “Minimum Bid Price Requirement”).
The
Notice has no immediate effect on the listing of the Company’s common stock, which continues to trade on The Nasdaq Capital Market
under the symbol “CJMB.”
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or
until December 28, 2026, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of
the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance
period, although Nasdaq may, in its discretion, require the Company to maintain a closing bid price of at least $1.00 per share for a
period in excess of ten consecutive business days (generally no more than 20 consecutive business days) before determining that the Company
has regained compliance.
If
the Company does not regain compliance with the Minimum Bid Price Requirement by December 28, 2026, the Company may be eligible for an
additional compliance period of 180 calendar days. To qualify, the Company would be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of
the Minimum Bid Price Requirement, and would need to notify Nasdaq in writing of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the applicable
compliance period(s), Nasdaq will provide notice that the Company’s common stock will be subject to delisting, at which time the
Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel.
The
Company intends to actively monitor the closing bid price of its common stock and will consider available options to regain compliance
with the Minimum Bid Price Requirement, which may include effecting a reverse stock split. There can be no assurance that the Company
will regain compliance with the Minimum Bid Price Requirement or will otherwise maintain compliance with the other listing requirements
of The Nasdaq Capital Market.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future
results, performance, or achievements expressed or implied by the forward-looking statements.
In
some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology.
These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance
with the Minimum Bid Price Requirement during the applicable Nasdaq compliance period(s), the Company’s intention to monitor the
closing bid price of its common stock and to consider available options to regain compliance, including the potential implementation
of a reverse stock split, and the Company’s ability to maintain compliance with the other listing requirements of The Nasdaq Capital
Market.
These
forward-looking statements reflect the Company’s current expectations and projections based on information available as of the
date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, general
economic, financial, and business conditions; the Company’s ability to successfully implement its strategic initiatives; supply
chain disruptions; regulatory compliance and legal proceedings; and other risks detailed from time to time in the Company’s filings
with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on
Form 10-Q.
The
Company cautions investors that forward-looking statements are not guarantees of future performance and actual results may differ materially
from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by law.
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:
July 2, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name: |
Wayne
Williams |
| |
Title: |
Chief
Executive Officer |
