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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 26, 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 26, 2026, Callan Power LLC, a Nevada limited liability company (“Buyer”) and a subsidiary of Callan JMB Inc.
(the “Company”), entered into an Asset Purchase and Sale Agreement (the “APA”) with The Pfanenstiel
Company, LLC, an Oklahoma limited liability company (“Seller”), pursuant to which Buyer agreed to acquire fifty percent
(50%) of Seller’s right, title and interest in certain oil and gas leases and wells located in North Dakota and Montana (the “Assets”),
including leasehold interests, wells, hydrocarbons, equipment, unitization agreements, contracts, surface rights, and related records.
Certain wellbores described on Exhibit C to the APA are excluded from the transaction.
The
aggregate purchase price for the Assets (the “Purchase Price”) is $12,500,000 in cash, payable at the closing of the
transactions (the “Closing”), plus a supplemental payment. The supplemental payment consists of $1,000,000 to be deposited
by Buyer into escrow at Closing to pay Buyer’s share of drilling and completion costs for the Assets incurred from the date of
execution of the APA through the Closing Date. Any amounts remaining in escrow on the earliest of (i) payment of all of Buyer’s
share of such costs or (ii) six months after the Closing Date will be remitted to Seller.
The
Closing is expected to occur on or before September 30, 2026 (the “Outside Termination Date”), 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 due diligence on the Assets, (v) Buyer’s receipt of financing on terms acceptable
to Buyer, and (vi) delivery of closing deliverables including an assignment, settlement statement, and evidence of bonds posted with
governmental authorities.
The
APA may be terminated by either party if the Closing has not occurred on or before the Outside Termination Date. Buyer may also terminate
if it has not obtained financing satisfactory to Buyer, if it is not satisfied with due diligence results, if there is a material adverse
change affecting the Assets, or if required regulatory approvals are not obtained.
Seller
makes no warranty of title to the Assets except for a special warranty of title in the Assignment to be delivered at Closing. Except
as expressly represented in the APA and the Assignment, Buyer will acquire the Assets on an “as is” and “where is”
basis with all faults.
Either
party may assign its rights under the APA to a qualified intermediary to accomplish a like-kind exchange under Section 1031 of the Internal
Revenue Code. The APA is governed by the laws of the State of Texas, and the parties have waived their respective rights to a jury trial.
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. Capitalized
terms used but not defined in this Current Report on Form 8-K will have the meanings assigned to them by the APA.
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 26, 2026, by and between The Pfanenstiel Company, LLC and Callan Power LLC. |
| 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 31, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name: |
Wayne
Williams |
| |
Title: |
Chief
Executive Officer |
