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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): July 24, 2025
| 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
July 24, 2025, Callan JMB Inc., a Nevada corporation (the “Company”) entered into a Purchase Agreement (the “Purchase
Agreement”) with a certain investor (the “Investor”), whereby the Company has the right, but not
the obligation, to sell to the Investor, up to an aggregate of $25 million (the “Investment Amount”) of shares (the
“ELOC Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”),
subject to the terms and conditions set forth therein.
The
term of the Purchase Agreement is through the first day of the month immediately following the eighteen (18) month anniversary of the
Commencement Date (as defined in the Purchase Agreement), or the date on which the Investor has purchased ELOC Shares pursuant to the
Purchase Agreement for an aggregate purchase price of the Investment Amount. The Company has also agreed to issue to the Investor 15,000
shares of Common Stock (the “Commitment Shares”), to be issued to the Investor upon the effectiveness of the registration
statement registering the resale of the ELOC Shares and the Commitment Shares. During the term, the Company may at its election deliver
to the Investor a Regular Purchase Notice (as defined in the Purchase Agreement) in an amount between $500,000 and $2,000,000 per notice,
each Regular Purchase priced at 95% (or 80% if our Common Stock is not then trading on the Nasdaq Capital Market) of the lowest daily
volume-weighted average price (“VWAP”) of the Common Stock during a measurement period beginning on the trading day
following the date the Investor receives the notice, and ending on the Trading Day upon which the aggregate dollar volume of the Common
Stock traded on the Principal Market equals seven (7) times the Purchase Amount, in the aggregate, subject to a ten (10) Trading Day
minimum. In connection with each Regular Purchase, the Company will deliver to the Investor an estimate of the number of ELOC Shares
deliverable based on 90% of the closing price of the Common Stock on the trading day immediately preceding the notice date.
The
Company may also, from time to time, deliver one or more Exemption Purchase Notices (as defined in the Purchase Agreement) in an aggregate
principal amount not to exceed $1,000,000. The purchase price per share for each exemption purchase is 95% of the lowest daily VWAP of
the Common Stock during the applicable measurement period. In connection with each exemption purchase, the Company is required to issue
to the Investor a number of additional shares of Common Stock equal to 10% of the number of shares purchased in such exemption purchase.
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 Purchase Agreement and may consider a range of factors in determining whether to issue purchase notices. The issuance
of the shares of ELOC Shares to the Investor is being made pursuant to exemptions from the registration requirement of the Securities
Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. The Company has
also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) in which the Company
must file with the Securities and Exchange Commission, within 30 days of signing the Purchase Agreement, a registration statement
covering the offering and sale of the ELOC Shares and the Commitment Shares. If we fail to timely file such registration statement, then
we will be required to issue to the Investor 25,000 shares of our Common Stock within two trading days after such failure. If we fail
to have such registration statement declared effective by the specified deadline, then we will be required to issue to the Investor
25,000 shares of our Common Stock within 2 trading days after such failure.
The
Purchase Agreement and the 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 Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified
in its entirety by reference to the forms of the Purchase Agreement and the Registration Rights Agreement, a copy of each has
been filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
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, contains 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 Equity Purchase Agreement, dated July 24, 2025, by and between Callan JMB Inc. and the Investor. |
| 10.2 |
|
Form of Registration Rights Agreement, dated July 24, 2025, 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: July 25, 2025 |
Callan JMB Inc. |
| |
|
|
| |
By: |
/s/ Wayne Williams |
| |
Name: |
Wayne Williams |
| |
Title: |
Chief Executive Officer |
