Callan JMB amends stock purchase agreement

Callan JMB Inc. has amended its existing Common Stock Purchase Agreement with Hexstone Capital, which allows the company to sell common stock to this investor over time.

Rhea-AI Filing Summary

Callan JMB Inc. has amended its existing Common Stock Purchase Agreement with Hexstone Capital, which allows the company to sell common stock to this investor over time. The amendment extends the maturity date to April 1, 2027, giving a longer window to use this equity facility.

The regular purchase price is now set at 95% of the lowest daily trading price during each measurement period, or 75% if the stock is suspended or delisted from its principal market. The measurement period begins when Hexstone receives a purchase notice and runs at least five trading days, ending once market trading volume reaches five times the purchase amount.

The investor’s resale “leak-out” cap is revised to the greater of $25,000 per trading day or 20.0% of that day’s trading volume. Shares issued under this arrangement remain covered by an effective Form S-1 registration statement, and the company plans to file a prospectus supplement describing these updated terms.

Insights

Capital markets and structured equity analyst

Callan JMB extends and reprices its equity purchase facility with tighter resale terms.

The amendment keeps Callan JMB’s equity line with Hexstone Capital in place longer, moving the maturity date to April 1, 2027. Pricing is now a discount to the lowest daily trading price in each measurement period, set at 95%, or 75% if the stock is suspended or delisted.

The revised measurement period ties purchases to trading volume and imposes a minimum five trading days, which structures how quickly stock can be sold into the market. The updated leak-out provision limits Hexstone’s resales to the greater of $25,000 per trading day or 20.0% of daily trading volume, potentially moderating daily selling pressure.

All shares under this arrangement continue to be covered by an effective Form S-1, and a prospectus supplement is expected to outline these changes. Overall, this is a structural update to an existing capital access tool rather than a new financing event, so its impact depends on how actively the facility is used.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

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

What agreement did Callan JMB Inc. (CJMB) amend with Hexstone Capital?

Callan JMB amended its existing Common Stock Purchase Agreement with Hexstone Capital. This agreement lets the company sell common stock to Hexstone over time, under predefined pricing, volume, and resale limitations that were updated in the March 10, 2026 amendment.

How did the Callan JMB (CJMB) amendment change the maturity date of the equity facility?

The amendment extended the maturity date of the Common Stock Purchase Agreement to April 1, 2027. This longer term gives Callan JMB additional time to draw on the equity facility with Hexstone Capital as a potential source of funding if the company chooses.

What is the new pricing formula for Callan JMB (CJMB) stock sold to Hexstone?

Shares sold under the agreement will now be priced at 95% of the lowest daily trading price during the applicable measurement period. If the common stock is suspended or delisted from the principal market, the discount increases and the price becomes 75% of that lowest daily trading price.

How does the revised measurement period work in the Callan JMB (CJMB) agreement?

The regular purchase measurement period begins when Hexstone receives a purchase notice and runs at least five trading days. It ends on the trading day when aggregate dollar trading volume in Callan JMB’s stock equals five times the purchase amount, excluding days when shares cannot be delivered or freely traded.

What are the new leak-out resale limits for Hexstone in Callan JMB (CJMB)’s deal?

Hexstone’s monthly resale limitation is now the greater of $25,000 per trading day or 20.0% of that day’s total trading volume. This provision is designed to constrain daily resales of Callan JMB common stock into the market under the amended purchase arrangement.

Are Callan JMB (CJMB) shares under this agreement registered with the SEC?

Yes. The common shares issuable under the amended purchase agreement are registered under Callan JMB’s effective Form S-1 registration statement. The company also plans to file a prospectus supplement describing the amended terms for these registered shares and related transactions.

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

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Accepted by SEC EDGAR 03/12/2026 - 04:01 PM Learn about SEC filing dates

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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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 30.2 KB

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