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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 10, 2026
Callan
JMB Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42506 |
|
99-0931141 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
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.
As
previously disclosed, Callan JMB Inc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement,
dated as of July 24, 2025 (the “Purchase Agreement”), with Hexstone Capital, LLC (the “Investor”), pursuant to
which the Company, from time to time and at its discretion, may sell shares of its common stock, par value $0.001 per share (the “Common
Stock”), to the Investor, subject to certain limitations and conditions set forth in the Purchase Agreement.
On
March 10, 2026, the Company and the Investor entered into Amendment No. 1 to the Purchase Agreement (the “Amendment”). The
Amendment modifies the Purchase Agreement as follows:
| |
● |
Maturity
Date. The Maturity Date has been extended to April 1, 2027. |
| |
● |
Regular
Purchase Price. The Regular Purchase Price has been revised to equal 95% of the lowest daily trading price of the Common Stock
during the applicable Regular Purchase Measurement Period (reduced to 75% if the Common Stock is suspended from trading or delisted
from the Principal Market following the Commencement Date). |
| |
● |
Regular
Purchase Measurement Period. The measurement period now begins on the day the Investor receives the applicable Purchase Notice
and ends on the Trading Day on which aggregate dollar volume of Common Stock traded on the Principal Market equals five times the
Purchase Amount, subject to a five Trading Day minimum. Volume calculation commences on the Trading Day immediately after the Investor
receives the Pre-Settlement Regular Purchase Shares, with days on which Purchase Shares cannot be delivered or are not freely tradeable
excluded from the calculation. |
| |
● |
Leak-Out
Provision. The Investor’s monthly resale limitation has been revised to the greater of (a) $25,000 per Trading Day and
(b) 20.0% of the daily trading volume of the Common Stock as reported by Bloomberg, L.P. on the applicable Trading Day. |
All
other terms and conditions of the Purchase Agreement remain in full force and effect. The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
shares of Common Stock issuable under the Purchase Agreement, as amended, are registered pursuant to the Company’s effective registration
statement on Form S-1 (File No. 333-289849). The Company intends to file a prospectus supplement relating to the transactions contemplated
by the Amendment in accordance with the rules and regulations of the Securities and Exchange Commission.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Purchase Agreement, dated as of March 10, 2026, by and between Callan JMB Inc. and Hexstone Capital, LLC |
| 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:
March 12, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name:
|
Wayne
Williams |
| |
Title: |
Chief
Executive Officer |
