Every 8-K that Callan JMB Inc. (CJMB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CJMB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CJMB filings page.
Callan JMB Inc. said its wholly owned subsidiary, Callan Power LLC, terminated, effective immediately on October 16, 2026, an Asset Purchase and Sale Agreement with The Pfanenstiel Company, LLC. Entered into on August 26, 2026, the agreement covered Callan Power’s proposed acquisition of 50% of the seller’s right, title and interest in certain oil and gas leases and mineral interests on properties in North Dakota and Montana.
Callan Power and Callan JMB concluded that the diligence conducted was not sufficient to support a decision to proceed at this time. Callan JMB said it will no longer need to raise additional capital to complete the acquisition. The parties may continue evaluating a potential future transaction on different terms, but there is no assurance they will agree to or complete one.
Callan JMB Inc. (CJMB) requested a hearing on October 14, 2026, to appeal Nasdaq staff’s determination that the company did not meet the terms of an extension to regain compliance with Nasdaq’s $2,500,000 stockholders’ equity requirement. The extension followed a deficiency notice issued April 7, 2026, and ran through October 5, 2026. The company cited its inability to complete capital-raising initiatives and demonstrate compliance.
The hearing request stays the planned suspension of CJMB common stock and the Form 25-NSE filing pending the Nasdaq Hearings Panel’s decision. Without an appeal by October 19, 2026, suspension was scheduled for October 21, 2026. The company intends to demonstrate compliance, but said there can be no assurance the Panel will grant continued listing or that the company will regain and maintain compliance.
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.
Callan JMB Inc. (CJMB), through its Nevada subsidiary Callan Power LLC, entered into an Asset Purchase and Sale Agreement to acquire 50% of The Pfanenstiel Company, LLC’s interests in certain oil and gas leases and wells in North Dakota and Montana. The Assets include leasehold interests, wells, hydrocarbons, equipment, contracts, surface rights, and related records, with certain wellbores excluded.
The aggregate cash purchase price is $12,500,000 payable at closing, plus a supplemental payment of $1,000,000 to be deposited into escrow at closing to cover Buyer’s share of drilling and completion costs incurred from signing through the closing date; any remainder in escrow after those costs are paid or six months after closing will be remitted to the Seller. Closing is expected on or before September 30, 2026, subject to customary conditions including satisfactory due diligence, acceptable financing for the Buyer, required regulatory approvals, and absence of litigation preventing the deal.
Either party may terminate if closing has not occurred by the Outside Termination Date, and the Buyer has additional termination rights tied to financing, due diligence results, material adverse changes to the Assets, and regulatory approvals. The Assets will be acquired on an “as is, where is” basis, with Seller providing only a special warranty of title in the assignment. The agreement permits assignment to a qualified intermediary to accomplish a Section 1031 like-kind exchange and is governed by Texas law.
CALLAN JMB INC. (symbol: CJMB) is the issuer of record for a Form 8-K filing submitted to the SEC.
Callan JMB Inc. (CJMB) entered into a First Amended and Restated Purchase Agreement with an institutional investor, expanding its equity purchase facility from $25 million to up to $75 million of common stock (ELOC Shares). The company has the right, but not the obligation, to sell shares through this facility until the earlier of April 1, 2027 or when the full $75 million has been purchased.
Regular and Exemption Purchases may range from $500,000 to $2,000,000 per notice, with pricing set at discounts to the market price, subject to a $1.00 Floor Price and a 4.99% beneficial ownership cap for the investor. If the company terminates the agreement after selling less than $7.5 million, it must pay a $250,000 termination fee in cash or stock. A related amended Registration Rights Agreement requires filing a new registration statement within 30 days, with share penalties of 25,000 common shares for missing filing or effectiveness deadlines.
Callan JMB Inc. has received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, based on 30 consecutive business days below that level. The stock continues to trade on the Nasdaq Capital Market under the symbol CJMB.
The company has an initial 180-day compliance period, until December 28, 2026, to regain compliance by achieving at least $1.00 per share for a minimum of ten consecutive business days, or longer if Nasdaq requires. If still noncompliant, a second 180-day period may be available, potentially involving a reverse stock split.
If compliance is not regained within the allowed periods, Nasdaq may initiate delisting, which the company could appeal to a Nasdaq Hearings Panel. Callan JMB states it will actively monitor its share price and consider options, including a reverse split, but there is no assurance it will maintain its listing.
Callan JMB Inc. reports the resignation of Executive Vice President and director Eric Kash, effective June 5, 2026. The company states his resignation was not due to any disagreement over its operations, policies, or practices.
Under a Settlement, Waiver and Release Agreement, Callan JMB will pay Mr. Kash $125,000 in severance in three monthly installments of $41,666.67, plus accrued unused vacation. He retains 187,500 vested stock options, which remain exercisable for their full 10-year term instead of a shorter post-termination window.
The agreement mutually releases claims between the parties, terminates his October 2024 employment agreement and amendment, and includes confidentiality and non-disparagement provisions. The company also notes forward-looking plans to submit a proposal to regain compliance with Nasdaq’s Stockholders’ Equity Requirement within 45 calendar days.
Callan JMB Inc. entered into an at-the-market Sales Agreement with Alexander Capital, L.P. allowing the company to offer and sell, from time to time, shares of common stock with an aggregate offering price of up to $5,000,000.
Sales will be made as “at the market offerings” under Rule 415, primarily through the Nasdaq Capital Market, and Alexander Capital will act as sales agent on a commercially reasonable efforts basis. Callan JMB will pay a 3.0% commission on gross proceeds, plus capped expense reimbursements, and plans to use net proceeds for working capital and general corporate purposes.
Callan JMB Inc. received a Nasdaq notice that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain on The Nasdaq Capital Market. The company has 45 days, until May 22, 2026, to submit a plan to regain compliance and, if Nasdaq accepts the plan, may receive up to 180 days from the notice date, until October 4, 2026, to demonstrate compliance. Trading of its common stock under the symbol CJMB continues for now, but there is no assurance the plan will be accepted or that compliance will be restored.
Callan JMB Inc. reported full-year 2025 results with revenue of $5.7 million, down from $6.6 million in 2024 as some state and local governments reduced demand for emergency preparedness services. Gross profit was $2.1 million versus $2.6 million a year earlier.
Selling, general and administrative expenses rose to $8.6 million from $4.8 million, largely tied to costs of its initial public offering and becoming a public company, leading to a wider operating loss of $7.0 million and net loss of $8.0 million. The company ended 2025 with $2.1 million in cash, supported by IPO and equity line proceeds, and highlighted new partnerships in pharmaceutical logistics, expanded emergency preparedness contracts, and entry into food sampling and international healthcare logistics.
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.
Callan JMB Inc. filed a current report to inform investors that it will begin using a new investor presentation starting January 28, 2026 at the DealFlow Discovery Conference. The same presentation may also be used later with potential investors, industry analysts and other audiences.
The investor presentation is available on the company’s website in the Investor Relations section and is attached as Exhibit 99.1. The company notes that this information is being furnished under Regulation FD and, unless specifically stated otherwise, will not be treated as “filed” for liability purposes under the securities laws.
Callan JMB Inc. announced financial results for the third quarter ended September 30, 2025. The company furnished the full press release as Exhibit 99.1 to a Form 8-K and stated the information is “furnished” and not deemed “filed” under the Exchange Act, nor incorporated by reference unless specifically referenced. The company’s common stock trades on Nasdaq under the symbol CJMB.