Callan JMB director Meller exits tied to Reger deal

Callan JMB Inc. (CJMB) disclosed that director Mark Meller resigned from its board, and from his roles as audit committee chair and governance and compensation committee member, effective August 26, 2026.

Rhea-AI Filing Summary

Callan JMB Inc. (CJMB) disclosed that director Mark Meller resigned from its board, and from his roles as audit committee chair and governance and compensation committee member, effective August 26, 2026. The change is tied to governance arrangements under an Asset Purchase and Sale Agreement through which subsidiary Callan Power LLC agreed to acquire certain oil and gas assets from Reger Oil, Inc.

Upon closing of that transaction, holders of a majority of the stated value of Series A perpetual convertible preferred stock issued to Reger Oil will nominate and elect a replacement director to fill the vacancy created by Meller’s resignation. If the asset purchase is not completed, the remaining directors will fill the vacancy under the company’s bylaws. The company states that Meller’s resignation was not due to any disagreement regarding operations, policies or practices. The company also includes forward-looking statements about submitting a plan within 45 days and its ability to regain compliance with Nasdaq’s Stockholders’ Equity Requirement, subject to various risks and uncertainties.

Positive

• None.

Negative

• Nasdaq stockholders’ equity deficiency noted: the company references plans to submit a compliance plan within 45 days and to regain compliance with Nasdaq’s Stockholders’ Equity Requirement, indicating it is currently out of compliance and subject to related risks.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Director resignation effective date: August 26, 2026 Asset Purchase and Sale Agreement date: August 19, 2026 Plan submission window: 45 calendar days

3 metrics

Director resignation effective date August 26, 2026 Effective date of Mark Meller’s resignation from the board and committees

Asset Purchase and Sale Agreement date August 19, 2026 Date Callan JMB Inc. and Callan Power LLC agreed to acquire oil and gas assets from Reger Oil, Inc.

Plan submission window 45 calendar days Timeframe the company cites for submitting a plan to regain compliance with Nasdaq’s Stockholders’ Equity Requirement

Key Terms

Asset Purchase and Sale Agreement, Series A perpetual convertible preferred stock, Stockholders’ Equity Requirement, forward-looking statements, +1 more

5 terms

Asset Purchase and Sale Agreement financial

"entered into an Asset Purchase and Sale Agreement (the “APA”) with Reger Oil"

A contract in which a buyer agrees to acquire specified assets of a business (such as equipment, inventory, contracts, intellectual property and receivables) and the seller agrees to transfer those assets for an agreed price and terms. The agreement lists exactly which assets and which liabilities, sets the purchase price and its allocation, and contains closing conditions, representations and warranties, covenants and indemnities; unlike a share or equity purchase, it transfers chosen assets rather than ownership of the legal entity and typically limits the buyer’s assumption of the seller’s historic liabilities to those expressly assumed.

Series A perpetual convertible preferred stock financial

"Company’s Series A perpetual convertible preferred stock issued to Seller will nominate"

Stockholders’ Equity Requirement regulatory

"plan to regain compliance with the Stockholders’ Equity Requirement within 45 calendar days"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did CJMB announce on August 26, 2026?

Callan JMB Inc. reported that Mark Meller resigned from its board of directors, and from his roles as audit committee chair and governance and compensation committee member, effective August 26, 2026. The company states his resignation was not due to any disagreement with the company.

How is the CJMB director vacancy expected to be filled?

If the asset purchase with Reger Oil closes, holders of a majority of the stated value of the company’s Series A perpetual convertible preferred stock issued to Reger Oil will nominate and elect a replacement director. If the deal does not close, the remaining directors will fill the vacancy under the bylaws.

What transaction is linked to the governance changes at CJMB?

The governance changes are linked to an Asset Purchase and Sale Agreement dated August 19, 2026, under which subsidiary Callan Power LLC agreed to acquire certain oil and gas assets from Reger Oil, Inc. Governance provisions in that agreement contemplate a new director designated by preferred holders.

Did Mark Meller’s resignation reflect a disagreement with Callan JMB Inc. (CJMB)?

No. The company states that Mr. Meller’s resignation was not the result of any disagreement with Callan JMB Inc. on matters relating to its operations, policies, or practices.

What did CJMB say about Nasdaq’s Stockholders’ Equity Requirement?

Callan JMB Inc. includes forward-looking statements about its intent to submit a plan within 45 calendar days to regain compliance with Nasdaq’s Stockholders’ Equity Requirement and its ability to regain compliance by Nasdaq’s deadline, noting these are subject to various risks and uncertainties.

What risk factors did CJMB highlight around its forward-looking statements?

The company notes that forward-looking statements are subject to risks including economic, financial, and business conditions, its ability to implement strategic initiatives, supply chain disruptions, regulatory compliance, legal proceedings, and other risks described in its recent Form 10-K and Form 10-Q filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on August 19, 2026, Callan JMB Inc. (the “Company”), together with its wholly owned subsidiary Callan Power LLC (“Buyer”), entered into an Asset Purchase and Sale Agreement (the “APA”) with Reger Oil, Inc. (“Seller”), pursuant to which Buyer agreed to acquire certain oil and gas assets from Seller.

In connection with the governance arrangements contemplated by the APA, on August 26, 2026, Mr. Mark Meller resigned from the board of directors of the Company, and from his positions as chair of the audit committee and member of the governance and compensation committee, effective immediately. Pursuant to the APA, and upon the closing thereof, the holders of a majority of the stated value of the Company’s Series A perpetual convertible preferred stock issued to Seller will nominate and elect a replacement director to fill the vacancy created by Mr. Meller’s resignation. If the transaction contemplated by the APA is not consummated, the remaining directors will fill Mr. Meller’s vacancy as provided in the Company’s bylaws.

Mr. Meller’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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 intent to submit a plan to regain compliance with the Stockholders’ Equity Requirement within 45 calendar days and the Company’s ability to regain compliance with the Stockholders’ Equity Requirement by the deadline imposed by Nasdaq.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within 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: September 1, 2026	Callan JMB Inc.
	By:	/s/ Wayne Williams
	Name:	Wayne Williams
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB