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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): October 12, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on April 7, 2026, Callan JMB Inc. (the “Company”) received a deficiency letter from the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance
with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for
continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”). The Staff granted the Company
an extension until October 5, 2026 to regain compliance with the Stockholders’ Equity Requirement.
On
October 12, 2026, the Company received a letter from the Staff (the “Staff Determination”) notifying the Company that, because
the Company was unable to complete its capital raising initiatives and demonstrate compliance with the Stockholders’ Equity Requirement,
the Staff has determined that the Company did not meet the terms of the extension. As a result, unless the Company requested an appeal
of the Staff Determination by October 19, 2026, trading of the Company’s common stock will be suspended at the opening of business
on October 21, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will
remove the Company’s securities from listing and registration on Nasdaq.
Pursuant
to Nasdaq Listing Rule 5815(a), on October 14, 2026 the Company requested a hearing before a Nasdaq Hearings Panel (the “Panel”)
to appeal the Staff Determination. The hearing request will stay the suspension of the Company’s common stock and the filing of
the Form 25-NSE pending the Panel’s decision. The Company intends to vigorously
demonstrate its compliance with the Stockholders’ Equity Requirement before the Panel. There can be no assurance that the Panel
will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the Stockholders’
Equity Requirement or maintain compliance with any other Nasdaq listing requirement.
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 request a hearing
before the Panel, the outcome of any such hearing, the Company’s capital raising initiatives, and the Company’s ability to
regain compliance with the Stockholders’ Equity Requirement and maintain the listing of its common stock on 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, the risk
that the Panel does not grant the Company’s request for continued listing; the Company’s inability to complete its capital
raising initiatives or otherwise demonstrate compliance with the Stockholders’ Equity Requirement; 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 SEC, 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:
October 16, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
Name: |
Wayne
Williams |
| |
Title: |
Chief
Executive Officer |
