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2026-03-31
2026-03-31
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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): 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, 2026 | Callan 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.