false
0002032545
0002032545
2026-08-18
2026-08-18
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): August 18, 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 18, 2026, Callan JMB Inc., a Nevada corporation (the “Company”), entered into a First Amended and Restated
Purchase Agreement (the “Amended Purchase Agreement”) with a certain investor (the “Investor”),
which amends and restates that certain Purchase Agreement dated July 24, 2025, as amended by that certain Amendment to Purchase Agreement
entered into as of March 10, 2026 (together, the “Original Purchase Agreement”). Under the Amended Purchase Agreement,
the Company has the right, but not the obligation, to sell to the Investor up to an aggregate of $75 million (the “Investment
Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.001 per share (“Common
Stock”), increased from $25 million under the Original Purchase Agreement, subject to the terms and conditions set forth therein.
The
term of the Amended Purchase Agreement is through the earlier of (i) April 1, 2027 or (ii) the date on which the Investor has purchased
ELOC Shares for an aggregate purchase price of the Investment Amount. During the term, the Company may deliver Regular Purchase Notices
in an amount between $500,000 and $2,000,000 per notice, each Regular Purchase priced at 95% (or 75% if the Common Stock is suspended
from trading or delisted from the Principal Market) of the lowest daily trading price of the Common Stock during a Regular Purchase Measurement
Period beginning on the day the Investor receives the Purchase Notice and ending on the Trading Day upon which the aggregate dollar volume
of the Common Stock traded on the Principal Market equals five (5) times the Purchase Amount, subject to a five (5) Trading Day minimum.
In
connection with each Regular Purchase, the Company will deliver Pre-Settlement Regular Purchase Shares to the Investor no later than
two (2) Trading Days after the Regular Purchase Notice Date, equal to the Purchase Amount divided by 90% of the Closing Sale Price on
the date immediately preceding the Regular Purchase Notice Date.
The
Company may also deliver Exemption Purchase Notices in amounts between $500,000 and $2,000,000 per notice. The purchase price per share
for each Exemption Purchase is 90% (or 80% if the Common Stock is suspended from trading or delisted from the Principal Market) of the
lowest daily trading price during the Exemption Purchase Measurement Period, which ends on the Trading Day upon which the aggregate dollar
volume of the Common Stock traded on the Principal Market equals five (5) times the Purchase Amount, subject to a three (3) Trading Day
minimum.
The
Company shall not deliver any Purchase Notices if the Closing Sale Price is below the Floor Price of $1.00.
The
Investor’s ownership of Common Stock is subject to a 4.99% beneficial ownership limitation. The Company is not obligated to sell
any shares under the Amended Purchase Agreement and may consider a range of factors in determining whether to issue Purchase Notices.
If
the Company terminates the Amended Purchase Agreement and has sold less than $7,500,000 to the Investor (other than as a result of the
beneficial ownership limitation), the Company shall pay a Termination Fee of $250,000, payable in cash or shares of Common Stock at the
Company’s discretion.
The
issuance of the ELOC Shares 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.
In
addition, on August 18, 2026, the Company has also entered into a First Amended and Restated Registration Rights Agreement with the Investor
(the “Amended Registration Rights Agreement”), which amends and restates the original Registration Rights Agreement
dated July 24, 2025. Under the Amended Registration Rights Agreement, the Company must file with the Securities and Exchange Commission
within 30 days of signing, an initial Registration Statement, separate from and in addition to the effective Registration Statement,
covering the increased number of Registrable Securities associated with the expanded $75 million facility, including the offering and
sale of the ELOC Shares and the Commitment Shares. If the Company fails to timely file that initial Registration Statement, it will be
required to issue to the Investor 25,000 shares of Common Stock within two Trading Days after such failure. If the Company fails to have
that initial Registration Statement declared effective by the applicable Effectiveness Deadline, it will be required to issue to the
Investor 25,000 shares of Common Stock within two Trading Days after such failure.
The
Amended Purchase Agreement and the Amended Registration Rights Agreement contain customary representations, warranties, conditions and
indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only
for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject
to limitations agreed upon by the contracting parties.
The
foregoing descriptions of the Amended Purchase Agreement and the Amended Registration Rights Agreement do not purport to be complete
and are qualified in their entirety by reference to the forms of the Amended Purchase Agreement and the Amended Registration Rights Agreement,
copies of which have been filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are 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 Amended Purchase Agreement and the Amended Registration Rights Agreement.
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.
The
description of the securities 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 |
|
Form of First Amended and Restated Purchase Agreement, dated August 18, 2026, by and between Callan JMB Inc. and the Investor. |
| 10.2 |
|
Form of First Amended and Restated Registration Rights Agreement, dated August 18, 2026, by and between Callan JMB Inc. and the Investor. |
| 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 20, 2026 |
Callan JMB
Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name: |
Wayne Williams |
| |
Title: |
Chief Executive Officer |
