STOCK TITAN

Wider 2025 loss at Callan JMB (NASDAQ: CJMB) as revenue dips

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Callan JMB Inc. reported full-year 2025 results with revenue of $5.7 million, down from $6.6 million in 2024 as some state and local governments reduced demand for emergency preparedness services. Gross profit was $2.1 million versus $2.6 million a year earlier.

Selling, general and administrative expenses rose to $8.6 million from $4.8 million, largely tied to costs of its initial public offering and becoming a public company, leading to a wider operating loss of $7.0 million and net loss of $8.0 million. The company ended 2025 with $2.1 million in cash, supported by IPO and equity line proceeds, and highlighted new partnerships in pharmaceutical logistics, expanded emergency preparedness contracts, and entry into food sampling and international healthcare logistics.

Positive

  • None.

Negative

  • Losses widened significantly: 2025 net loss increased to $8.0 million from $2.3 million, driven by higher SG&A and additional non-cash costs such as ELOC-related expenses and a new derivative liability.

Insights

Revenue slipped while costs from going public drove a much larger 2025 loss.

Callan JMB saw revenue decline to $5.7 million from $6.6 million, reflecting softer emergency preparedness demand from some government customers. Gross profit fell to $2.1 million, but the sharper pressure came from a surge in operating expenses.

SG&A nearly doubled to $8.6 million, mainly from professional and IT costs tied to the IPO and public-company requirements, pushing operating loss to $7.0 million and net loss to $8.0 million. Cash held steady around $2.1 million helped by $4.54 million in IPO proceeds and equity line funding.

The business update emphasizes expansion beyond core emergency preparedness into pharmaceutical logistics, international partnerships, and food sampling, along with extended contracts in Chicago and Oregon. Actual financial impact of these initiatives will be seen in later periods, as 2025 results still reflect a small revenue base and heavy transition costs.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue 2025 $5.7 million Twelve months ended December 31, 2025; down from $6.6 million in 2024
Net loss 2025 $7.97 million Year ended December 31, 2025; compared with $2.29 million in 2024
SG&A expenses 2025 $8.60 million Year ended December 31, 2025; up from $4.84 million in 2024
Cash and cash equivalents $2.13 million Balance at December 31, 2025
IPO proceeds $4.54 million Net proceeds from initial public offering and overallotment in 2025
Equity line share proceeds $497,750 Proceeds from offering of ELOC shares in 2025
Total assets 2025 $5.78 million As of December 31, 2025; up from $5.08 million in 2024
Contract value Chicago $9.1 million Total value of extended emergency preparedness contract with City of Chicago through June 2026
equity line of credit (ELOC) facility financial
"ELOC facility transaction expenses | | | (569,552 | )"
derivative liability financial
"Changes in fair value of derivative liability (see Note 8)"
A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.
cGMP facility technical
"install its innovative manufacturing equipment in Callan JMB’s cGMP facility in Texas"
A cGMP facility is a manufacturing site that follows government-enforced quality and safety rules for making drugs, biologics or medical devices, ensuring products are consistently produced to required standards. Like a certified kitchen that follows strict recipes and cleanliness rules so diners stay safe, cGMP compliance lowers regulatory and recall risk, supports product approvals and safeguards a company’s ability to sell products—factors that affect revenue, costs and investor value.
right of use assets – operating lease financial
"Right of use assets – operating lease | | | 1,917,563"
emergency preparedness other
"our emergency preparedness business has remained the core to our operations"
Revenue $5.72 million vs $6.56 million in 2024
Net loss $7.97 million vs $2.29 million in 2024
EPS (basic and diluted) ($1.82) vs ($0.87) in 2024
false 0002032545 0002032545 2026-03-31 2026-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 31, 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 2.02. Results of Operations and Financial Condition.

 

On March 31, 2026, Callan JMB Inc., a Nevada corporation (the “Company”) announced its financial results for the year ended December 31, 2025. The full text of the press release (the “Press Release”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Registrant’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1    Press Release of the Company dated as of March 31, 2026.
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: March 31, 2026Callan JMB Inc.
   
 By:/s/ Wayne Williams
 Name:Wayne Williams
 Title:Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Callan JMB Reports Full Year 2025 Financial Results and Provides Business Update

 

The Company Deepened its Government Relationships at Both State and Federal Levels, Particularly to Support Onshoring Initiatives, While Reinforcing the Strength and Stability of Core Emergency Preparedness Operations

 

Built Momentum Across Several Growth Initiatives with Healthcare and Food Manufacturing Partners

 

SPRING BRANCH, Texas, March 31, 2026 Callan JMB INC. (NASDAQ: CJMB) (“Callan JMB” or the “Company”), an integrative logistics company empowering the healthcare industry and emergency management agencies through fulfillment, storage, monitoring, and cold chain logistics services, today announced its financial results for the full year ended December 31, 2025 and is providing shareholders with a business update.

 

“Throughout 2025 and into the new year, while our emergency preparedness business has remained the core to our operations there are several critical initiatives Callan JMB is actively pursuing with significant growth potential,” commented Wayne Williams, CEO, Chairman & Founder of Callan JMB. “Our long history and established relationships across both the state and federal levels continue to be a driver for us as potential partners seek out our knowledge and expertise. While we are focused on maintaining exceptional service levels in emergency preparedness, we are also expanding our pharmaceutical logistics and specialty distribution operations, as well as advancing U.S. onshoring initiatives. Callan JMB operates at the rigorous quality standards required for pharmaceutical distribution and our recent partnership with Attune represents a meaningful acknowledgement of our leadership in this space.”

 

“As we look ahead into the remainder of 2026, we are focused on strengthening our core infrastructure, scaling our readiness capabilities, and advancing our strategic growth initiatives in high velocity sectors such as healthcare and food logistics. We are committed to long-term shareholder value creation by building a resilient, mission-driven organization positioned at the center of critical healthcare and national preparedness supply chains,” concluded Mr. Williams.

 

Business Highlights to Date:

 

Signed a manufacturing oversight, federal deployment, and commercialization agreement of multi-asset therapeutic pipeline with Biostax Corp d/b/a Attune Biotech Inc. (“Attune”), a clinical-stage biopharmaceutical company with a diversified therapeutic pipeline, to serve as independent third-party overseer of Attune’s manufacturing, quality assurance and control, and deployment operations for Attune’s pipeline of multiple clinical and commercial-stage assets whose focus is on addressing significant unmet medical needs.
Advanced multiple growth initiatives with global healthcare manufacturing leaders.

 

Established a joint venture with Revival Health, to integrate logistics, shipping systems, bioservices, and data infrastructure to support Revival Health’s imports and U.S.-based manufacturing.
Launched Callan JMB Services (India) Private Limited with planned temperature-controlled warehouse in Pune, Maharashtra for pharmaceutical storage and distribution.
Secured an agreement with Walker’s Pharmaceuticals Ltd. and working with additional Indian companies to facilitate U.S. market entry and manufacturing plant establishment.
Entered a preliminary agreement with the maker of an oral drug delivery system to install its innovative manufacturing equipment in Callan JMB’s cGMP facility in Texas.

 

Strengthened core emergency preparedness operations, further deepening both state and federal relationships.

 

Extended emergency preparedness contract with the City of Chicago through June 2026 with $1.5 million funding increase, bringing total contract value to $9.1 million.
Awarded a second five-year contract by the Oregon Health Authority (OHA) for medical emergency preparedness and response services.
Appointed former Assistant Commissioner of the Chicago Department of Public Health, Christopher Shields, as Senior Vice President, Emergency Preparedness & Response/Government Affairs.
Supported Texas and New Mexico in the response to measles outbreak in each state by redistributing doses of the MMR II vaccine from Chicago to their respective states.
Announced a new comprehensive lease program for vaccine management that enables government agencies and private organizations to provide crucial immunizations without the economic burden of purchasing the necessary equipment outright.
Successful administration of immunizations across 44 Tennessee counties through its partnership with Health Hero Tennessee out of a dedicated operations center set up by Callan JMB.

 

Entered the food sampling sector by expanding the Company’s reclamation operations.
Upgraded the proprietary Sentry Monitoring System, transitioning from Java to HTML5 to enable healthcare facilities and emergency management agencies to monitor temperature-sensitive pharmaceutical storage from any web-enabled device without downloading additional software.

 

 

 

 

Financial Highlights for the Full Year Ended December 31, 2025:

 

Revenues for the twelve months ended December 31, 2025, was $5.7 million compared to $6.6 million for the twelve months ended December 31, 2024. The decrease in revenue was due to the decrease in demand for our emergency preparedness services by certain states and local governments.
Cost of revenues for the twelve months ended December 31, 2025, was $3.6 million compared to $4 million for the twelve months ended December 31, 2024. The decrease in cost of revenue was primarily attributed to a decrease in revenue.
Gross profit for the twelve months ended December 31, 2025, was $2.1 million compared to $2.6 million for the twelve months ended December 31, 2024.
SG&A expenses for the twelve months ended December 31, 2025, were $8.6 million compared to $4.8 million for the twelve months ended December 31, 2024. The increase was primarily driven by increases in professional fees to support the Company’s initial public offering and becoming a public entity, as well as increases in information technology support costs.
Loss from operations for the twelve months ended December 31, 2025, was $7.0 million compared to a loss of $2.3 million for the twelve months ended December 31, 2024.
Cash and cash equivalents for the period ended December 31, 2025, were $2.1 million.

 

About Callan JMB Inc.

 

Callan JMB Inc. is an integrative logistics company empowering the healthcare industry and emergency management agencies through fulfillment, storage, monitoring, and cold chain logistics services to secure medical materials and protect patients and communities with compliant, safe, and effective medicines. Our combined expertise in supply chain logistics, thermodynamics, biologics, inventory management, regulatory compliance and emergency preparedness is unparalleled in the industry. We offer a gold standard in client experience with customizable interfaces, next-level reliability in shipping and environmental sustainability in our specialty packaging.

 

Forward-Looking Statement

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Registration Statement Under the Securities Act of 1933 on Form S-1, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.

 

Investor Contacts:

 

Valter Pinto, Managing Director

KCSA Strategic Communications

CallanJMB@kcsa.com

212.896.1254

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 and 2024

 

   2025   2024 
Assets          
Current Assets:          
Cash and cash equivalents  $2,130,758   $2,097,945 
Accounts receivable, net of allowance for credit losses of $61,675 and $64,000, respectively   343,246    622,914 
Inventory   243,285    158,362 
Related party loans   -    18,669 
Tax refund receivable   -    6,377 
Other current assets   341,311    278,896 
Deferred offering costs   -    136,025 
Total current assets  $3,058,600    3,319,188 
Right of use assets – operating lease   1,917,563    883,029 
Property and equipment, net of accumulated depreciation of $760,655 and $608,703, respectively   799,538    876,682 
Security deposit   -    3,650 
Total assets  $5,775,701   $5,082,549 
           
Liabilities and Stockholders’ Equity          
Current Liabilities:          
Accounts payable  $564,014   $371,661 
Accrued expenses   502,183    506,381 
Corporate taxes payable   23,085    23,000 
Deferred revenue   -    94,097 
Right of use liability – operating lease   323,935    279,176 
Total current liabilities   1,413,217    1,274,315 
Right of use liability – operating lease   1,663,229    628,274 
Derivative liability   371,216    - 
Deferred tax liabilities   -    6,602 
Total long-term liabilities  $2,034,445    634,876 
Total liabilities  $3,447,662    1,909,191 
Commitments and contingencies – Note 7          
Stockholders’ Equity          
Preferred stock - authorized 10,000,000 shares, $0.001 par value; zero issued and outstanding as of December 31, 2025 and December 31, 2024   -    - 
Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,858,663 issued and outstanding as of December 31, 2025 and 3,000,000 December 31, 2024   4,860    3,000 
Additional paid in capital   12,583,193    5,464,006 
Accumulated deficit   (10,260,014)   (2,293,648)
Total stockholders’ equity  $2,328,039   $3,173,358 
Total liabilities and stockholders’ equity  $5,775,701   $5,082,549 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

 

   2025   2024 
Revenue  $5,723,178   $6,563,412 
Cost of revenue   3,618,637    4,000,149 
Gross profit   2,104,541    2,563,263 
Selling, general and administrative expenses   8,597,032    4,838,077 
Impairment loss on property and equipment   542,088    - 
Income (Loss) from operations   (7,034,579)   (2,274,814)
Other income (expenses)          
Interest income   8,691    11,904 
Interest expense   (2,675)   (5,372)
ELOC facility transaction expenses   (569,552)   - 
Changes in fair value of derivative liability (see Note 8)   (371,216)   - 
Total other income (expenses)   (934,752)   6,532 
Income (Loss) before income taxes   (7,969,331)   (2,268,282)
Provision (benefit) for income taxes   (2,965)   25,366 
Net income (loss)  $(7,966,366)  $(2,293,648)
Weighted average common shares outstanding – basic and diluted (See Notes 3 and 4)   4,379,624    2,630,137 
Net loss per common share - basic and diluted (See Notes 3 and 4)  $(1.82)  $(0.87)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

 

   2025   2024 
Cash flows from operating activities:          
Net loss  $(7,966,366)  $(2,293,648)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:          
Provision (Recovery) for credit losses   230,190    (131,000)
Depreciation and amortization   151,952    143,691 
Changes in fair value of derivative liability   371,216    - 
Other non-cash expenses relating to ELOC Facility   519,552    - 
Stock based compensation   1,559,756    - 
Impairment loss on property and equipment   542,088    - 
Changes in operating assets and liabilities:          
Accounts receivable   49,478    2,407,236 
Inventory   (84,923)   (43,623)
Tax refund receivable   6,377    (6,377)
Other current assets   (58,765)   (42,909)
Operating lease liabilities   45,180    15,514 
Accounts payable and accrued expenses   188,155    461,958 
Deferred revenue   (94,097)   73,909 
Corporate taxes payable   85    (44,000)
Deferred tax liabilities   (6,602)   (398)
Net cash provided by (used in) operating activities  $(4,546,724)  $540,353 
Cash flows used in investing activity:          
Purchase of property and equipment   (616,896)   (46,167)
Net cash used in investing activity  $(616,896)  $(46,167)
Cash flows from (used in) financing activities:          
Related party receivable   -    3,300 
Related party loans   18,669    (17,073)
Deferred offering costs   136,025    (111,025)
Partner distributions   -    (3,328,254)
Net change note payable   -    (98,809)
Proceeds from IPO and overallotment, net   4,543,989    - 
Proceeds from offering of ELOC shares   497,750    - 
Net cash provided by (used in) financing activities  $5,196,433   $(3,551,861)
Increase (decrease) in cash and cash equivalents   32,813    (3,057,675)
Cash and cash equivalents at beginning of period   2,097,945    5,155,620 
Cash and cash equivalents at end of period  $2,130,758   $2,097,945 
Supplemental disclosures of cash flow information:          
Cash paid for interest  $2,675   $5,372 
Initial recognition of derivative liability   974,309    - 
Right of use assets acquired and corresponding operating lease liability  $708,321   $- 
Right-of-use assets and corresponding lease liabilities due to lease modifications  $628,407   $900,133 
Reduction in allowance for credit losses   -   $163,000 
Membership exchange for common stock  $-   $5,410,007 
Fair value of Stock Warrants issued at IPO  $144,358   $- 
Deferred offering costs charged to additional paid-in-capital  $136,025   $- 
Par value of shares issued for restricted stock award units vesting  $75   $- 
Commitment shares adjustment to APIC  $78,000   $- 
Other non-cash ELOC expenses  $441,552   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

FAQ

How did Callan JMB (CJMB) perform financially in 2025?

Callan JMB reported 2025 revenue of $5.7 million, down from $6.6 million in 2024. Net loss widened to $8.0 million versus $2.3 million, mainly due to higher public-company and financing-related costs alongside lower emergency preparedness revenue.

Why did Callan JMB’s 2025 revenue decline versus 2024?

Revenue fell to $5.7 million in 2025 from $6.6 million in 2024. The company attributes the decline primarily to reduced demand for its emergency preparedness services from certain state and local governments, which remain an important part of its business mix.

What drove Callan JMB’s higher 2025 operating loss?

Operating loss increased to $7.0 million in 2025 from $2.3 million a year earlier. Management cites higher SG&A of $8.6 million, mainly professional and technology costs tied to its IPO and public status, along with additional non-cash expenses and an impairment charge.

What was Callan JMB’s cash position at December 31, 2025?

Callan JMB ended 2025 with $2.1 million in cash and cash equivalents, slightly above the prior year. During 2025, it raised $4.54 million net from its initial public offering and $497,750 from an equity line of credit share offering.

What strategic initiatives did Callan JMB highlight in its 2025 update?

The company emphasized expanding pharmaceutical logistics and specialty distribution, U.S. onshoring initiatives, and food sampling. It also noted deeper government relationships, a joint venture with Revival Health, international operations in India, and extended emergency preparedness contracts in Chicago and Oregon.

How did Callan JMB’s gross profit and SG&A change in 2025?

Gross profit declined to $2.1 million in 2025 from $2.6 million in 2024, reflecting lower revenue. SG&A expenses rose to $8.6 million from $4.8 million, primarily due to professional fees for the IPO, public-company costs, and higher information technology support spending.

Filing Exhibits & Attachments

5 documents
Callan JMB Inc.

NASDAQ:CJMB

View CJMB Stock Overview

CJMB Rankings

CJMB Latest News

CJMB Latest SEC Filings

CJMB Stock Data

5.36M
1.40M
Integrated Freight & Logistics
Services-business Services, Nec
Link
United States
SPRING BRANCH