UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
(Rule
14c-101)
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information Statement |
CALLAN
JMB INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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No fee required |
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Fee computed on table below
per Exchange Act Rules 14c-5(g) and 0-11 |
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Title of each class of
securities to which transaction applies: |
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Aggregate number of securities
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
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Proposed maximum aggregate
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Total fee paid: |
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Fee paid previously with
preliminary materials. |
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration
Statement No.: |
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Filing Party: |
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Date Filed: |
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INFORMATION
STATEMENT
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
CALLAN
JMB INC.
244
Flightline Drive
Spring
Branch, Texas 78070-6241
To
the Stockholders of Callan JMB Inc.:
NOTICE
IS HEREBY GIVEN that as of October 30, 2026, the holders of a majority of the voting power of the outstanding capital stock
of Callan JMB Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), approved
the following actions by written consent (the “Written Consent”) without a meeting of stockholders in accordance with Sections
78.320, 78.385, 78.390 and 78.2055 of the Nevada Revised Statutes (the “NRS”):
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1. |
An
amendment to our Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect, at the discretion
of our Board of Directors (the “Board”), a reverse stock split of our issued and outstanding common stock, par value
$0.001 per share (the “Common Stock”), without a corresponding decrease in the number of authorized shares of Common
Stock, at a ratio of not less than 1-for-2 and not more than 1-for-20, with the exact ratio within such range, and whether and when
to effect such reverse stock split, to be determined by the Board in its sole discretion at any time within twelve (12) months following
the date of the Written Consent (the “Reverse Stock Split” and such amendment, the “Reverse Split Amendment”)
(“Proposal 1”); and |
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An
amendment to our Articles of Incorporation, for the Board to effect or abandon in the exercise of its sole discretion, to increase
the total number of shares of capital stock that the Company is authorized to issue from 200,000,000 shares to 500,000,000 shares,
consisting of 490,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred
Stock”) (the “Authorized Share Amendment” and, together with the Reverse Split Amendment, the “Amendments”)
(“Proposal 2”). |
The
Board approved the Amendments and recommended them to the stockholders by unanimous written consent dated October 27, 2026. The
enclosed Information Statement contains information pertaining to the matters acted upon. The actions will not become effective until
at least twenty (20) calendar days after the definitive Information Statement is first mailed to our stockholders. We expect to mail
the definitive Information Statement to the stockholders on or about November__, 2026. This Information Statement is being furnished
to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules promulgated by the Securities and Exchange Commission thereunder.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Your
vote or consent is not requested or required to approve the matters described herein. The accompanying Information Statement is provided
solely for your information.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
| Dated:
November__, 2026 |
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Sincerely, |
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/s/
Wayne Williams |
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Name:
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Wayne
Williams |
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Title: |
Chief
Executive Officer, President, and Chairman of the Board |
INFORMATION
STATEMENT
Action
by Written Consent of Stockholders
GENERAL
INFORMATION
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is being furnished in connection with the actions taken by written consent of stockholders holding a majority of
the voting power of our outstanding capital stock (the “Majority Holders”) taken as of October 30, 2026 without a
meeting (the “Written Consent”) to approve the actions described in this Information Statement. The Board has fixed the close
of business on October 23, 2026 as the record date (the “Record Date”) for determining the stockholders entitled to consent
to, and to receive notice of, the actions described in this Information Statement. We are mailing this Information Statement to our stockholders
on or about November __, 2026.
What
actions were taken by Written Consent?
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1. |
The
approval of the Reverse Split Amendment to effect, in the sole Board’s discretion, the Reverse Stock Split at a ratio of not
less than 1-for-2 and not more than 1-for-20, with the exact ratio, and whether and when to effect the Reverse Stock Split, to be
determined by the Board within twelve (12) months following the date of the Written Consent; and |
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The
approval of the Authorized Share Amendment to increase, in the sole exercise of the Board’s discretion, our authorized capital
stock from 200,000,000 shares to 500,000,000 shares, consisting of 490,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock. |
How
many shares of Common Stock were outstanding on the Record Date?
On
the Record Date, there were 10,662,319 shares of Common Stock issued and outstanding and entitled to vote, and no shares of Preferred
Stock issued and outstanding. The Majority Holders signing the Written Consent collectively held 5,630,392 shares of Common Stock,
representing approximately 52.8% of the voting power of the outstanding Common Stock as of the Record Date.
Who
is paying the cost of this Information Statement?
We
will pay for preparing, printing and mailing this Information Statement. Arrangements may be made with banks, brokerage houses and other
institutions, nominees and fiduciaries, to forward the Definitive Information Statement to beneficial owners. We will, upon request,
reimburse those persons and entities for expenses incurred in forwarding the Definitive Information Statement to our stockholders.
Why
am I receiving this Information Statement?
Because
the Majority Holders approved the Amendments by written consent instead of at a stockholders’ meeting, Rule 14c-2 under the Exchange
Act requires us to send you this Information Statement at least twenty (20) calendar days before the Amendments may become effective.
You are not being asked to vote or to send a proxy.
What
will the Reverse Stock Split do?
If
effected, each two (2) to twenty (20) shares of issued and outstanding Common Stock, at the exact ratio selected by the Board, will be
automatically combined into one (1) share of Common Stock. The Board may also decide not to effect the Reverse Stock Split. The Reverse
Stock Split will affect all holders of Common Stock uniformly and will not change any stockholder’s percentage ownership interest,
except for nominal changes from rounding up fractional shares.
Will
the Reverse Stock Split change the number of authorized shares or the par value?
No.
The Reverse Stock Split will not change the number of authorized shares of Common Stock or Preferred Stock, and the par value will remain
$0.001 per share. Only the number of issued and outstanding shares of Common Stock will be reduced. Separately, the Authorized Share
Amendment will, if effected by the Board, increase our authorized capital stock from 200,000,000 shares to 500,000,000 shares, consisting
of 490,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.
What
happens to fractional shares?
No
fractional shares will be issued. Any fractional share resulting from the Reverse Stock Split will be rounded up to the next whole share,
determined on a holder-of-record basis, and no cash will be paid in lieu of fractional shares.
Why
is the Company effecting the Amendments?
The
Reverse Stock Split is intended primarily to enable us to maintain compliance with the Minimum Bid Price Requirement for continued listing
on Nasdaq. The Authorized Share Amendment is intended to provide sufficient authorized shares for future financings, acquisitions, equity
compensation and other corporate purposes. See “Proposal 1 — Reasons for the Reverse Stock Split” and “Proposal
2 — Reasons for the Increase in Authorized Shares.”
When
will the Amendments become effective?
Each
Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada, at
a time determined by the Board, but no earlier than twenty (20) calendar days after the definitive Information Statement is first mailed
to stockholders. The Reverse Stock Split must be effected, if at all, within twelve (12) months following the date of the Written Consent.
We will file a Current Report on Form 8-K announcing the final ratio and effective time of the Reverse Stock Split.
Do
I need to do anything?
No.
Stockholders holding shares in book-entry form or through a bank, broker or other nominee will have their positions adjusted automatically.
Holders of physical certificates will receive a letter of transmittal from our transfer agent and should not submit any certificate until
requested to do so.
Do
I have dissenters’ or appraisal rights?
No.
Stockholders are not entitled to dissenters’ or appraisal rights under the NRS in connection with either Amendment.
PROPOSAL
1 — APPROVAL OF THE REVERSE STOCK SPLIT
General
On
October 27, 2026, the Board adopted resolutions approving, declaring advisable and recommending to our stockholders the Reverse
Split Amendment, which would add a new Section 3.04 to Article III of our Articles of Incorporation, substantially in the form attached
hereto as Annex A. As of October 30, 2026, the Majority Holders approved the Reverse Split Amendment by the Written Consent.
The Reverse Stock Split will combine a whole number of issued and outstanding shares of Common Stock, between two (2) and twenty (20),
into one (1) share of Common Stock. The Board retains sole discretion to select the final ratio, to determine whether and when to effect
the Reverse Stock Split at any time within twelve (12) months following the date of the Written Consent, and to abandon the Reverse Stock
Split at any time prior to its effectiveness without further action by the stockholders. If the Reverse Stock Split has not become effective
within such twelve-month period, the authority granted by the Written Consent will terminate.
Because
the Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock without a corresponding reduction in
the number of authorized shares of Common Stock, it required the approval of the Board and the stockholders pursuant to NRS 78.2055 and
NRS 78.390.
Reasons
for the Reverse Stock Split
Our
Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CJMB.” Nasdaq Listing Rule 5550(a)(2)
(the “Minimum Bid Price Requirement”) requires that listed issuers maintain a minimum bid price of at least $1.00 per share
for continued listing on Nasdaq. Failure to satisfy the Minimum Bid Price Requirement for a period of 30 consecutive calendar days subjects
an issuer to potential delisting from Nasdaq if such issuer is unable to regain compliance in an extension period that may be granted
by Nasdaq. To regain compliance, the closing bid price of an issuer’s common stock must be at least $1.00 per share for a minimum
of ten consecutive business days during the compliance period, although Nasdaq may, in its discretion, require a longer period (generally
no more than 20 consecutive business days). The Board approved the Reverse Stock Split Amendment primarily to enable us to regain, if
necessary, and maintain compliance with the Minimum Bid Price Requirement and to provide flexibility in our capital structure. In determining
to approve the Reverse Stock Split, the Board considered, among other things, our ability to regain and maintain compliance with the
Minimum Bid Price Requirement, the historical and prevailing trading price and trading volume of the Common Stock, and prevailing market
and economic conditions. As of November __, 2026, the closing price of our Common Stock on Nasdaq was $[●] per share.
The
Board also believes that an increased per-share market price could make our Common Stock more attractive to a broader range of institutional
and other investors, as many brokerage firms and institutional investors have internal policies and practices that prohibit or discourage
investment in low-priced stocks, and brokerage commissions on low-priced stocks generally represent a higher percentage of the stock
price than commissions on higher-priced stocks.
Criteria
for Determining the Reverse Stock Split Ratio
In
determining the final ratio, the Board may consider, among other things: the historical trading price and trading volume of the Common
Stock; the then-prevailing trading price and volume of the Common Stock and the anticipated impact of the Reverse Stock Split on them;
the continued listing requirements of Nasdaq, including the need to maintain at least 500,000 publicly held shares and at least 300 round
lot holders following the Reverse Stock Split; the number of shares of Common Stock outstanding; prevailing general market and economic
conditions; and our anticipated capital needs.
Certain
Risks Associated with the Reverse Stock Split
There
can be no assurance that the market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the
reduction in the number of shares outstanding, or that any increase will be sustained.
There
can be no assurance that the Reverse Stock Split will enable us to regain or maintain compliance with the Minimum Bid Price Requirement, or to maintain compliance with the other Nasdaq continued listing requirements, which the Reverse Stock Split does not address.
The
Reverse Stock Split may reduce the liquidity of the Common Stock because fewer shares will be outstanding and may increase the
number of stockholders who own “odd lots” of fewer than 100 shares, which may be more costly to sell.
Because
the number of authorized shares will not be reduced, the Reverse Stock Split will increase the number of authorized but unissued shares
available for future issuance, which could result in significant dilution to existing stockholders if such shares are issued.
Under
Nasdaq Listing Rule 5810(c)(3)(A), we will not be considered to be in compliance with the Minimum Bid Price Requirement if the Reverse
Stock Split results in our Common Stock falling below the numeric threshold for another Nasdaq listing requirement, such as the requirement
to maintain at least 500,000 publicly held shares, without regard to any compliance period otherwise available for that other requirement.
In that event, we would continue to be considered non-compliant until both the other deficiency is cured and thereafter our Common Stock
meets the Minimum Bid Price Requirement for a minimum of ten consecutive business days. Because a significant portion of our outstanding
Common Stock is held by our directors, officers and certain other Majority Holders, whose shares are not counted as publicly held
shares, a Reverse Stock Split at or near the high end of the approved range could cause us to fall below this threshold. In addition,
under Nasdaq Listing Rule 5810(c)(3)(A)(iv), if the closing bid price of our Common Stock fails to meet the Minimum Bid Price Requirement
within one year after the Reverse Stock Split, or if we have effected one or more reverse stock splits over the prior two-year period
with a cumulative ratio of 250 shares or more to one, we will not be eligible for any compliance period, and Nasdaq will issue a Staff
Delisting Determination with respect to our Common Stock.
Principal
Effects of the Reverse Stock Split
If
effected, the Reverse Stock Split will occur simultaneously for all outstanding shares of Common Stock and at the same ratio.
It will affect all holders of Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the
Company, except to the extent that the rounding up of fractional shares results in a nominal increase. The Reverse Stock Split will not
change the par value of the Common Stock, which will remain $0.001 per share, and will not change the number of authorized shares of
Common Stock or Preferred Stock (other than as provided in Proposal 2). Following the Reverse Stock Split, the Common Stock will continue
to be listed on Nasdaq under the symbol “CJMB,” subject to our continued compliance with Nasdaq listing requirements, but
will trade under a new CUSIP number.
The
following table sets forth our capitalization as of the Record Date and on a pro forma basis after giving effect to both the Authorized
Share Amendment and the Reverse Stock Split at illustrative ratios of 1-for-2, 1-for-5, 1-for-10 and 1-for-20, based on 10,662,319 shares
of Common Stock outstanding as of the Record Date and giving effect to the rounding up of fractional shares on an aggregate basis. The
actual number of shares outstanding after the Reverse Stock Split will depend on the ratio selected by the Board and on rounding at the
holder-of-record level.
| Shares | |
As of Record Date | | |
1-for-2 | | |
1-for-5 | | |
1-for-10 | | |
1-for-20 | |
| Authorized capital stock (1) | |
| 200,000,000 | | |
| 500,000,000 | | |
| 500,000,000 | | |
| 500,000,000 | | |
| 500,000,000 | |
| Authorized Common Stock | |
| 190,000,000 | | |
| 490,000,000 | (1) | |
| 490,000,000 | (1) | |
| 490,000,000 | (1) | |
| 490,000,000 | (1) |
| Authorized Preferred Stock | |
| 10,000,000 | | |
| 10,000,000 | | |
| 10,000,000 | | |
| 10,000,000 | | |
| 10,000,000 | |
| Common Stock issued and outstanding | |
| 10,662,319 | | |
| 5,331,160 | | |
| 2,132,464 | | |
| 1,066,232 | | |
| 533,116 | |
| Preferred Stock issued and outstanding | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Authorized but unissued Common Stock (before reserves) | |
| 179,337,681 | | |
| 484,668,840 | | |
| 487,867,536 | | |
| 488,933,768 | | |
| 489,466,884 | |
| Common Stock reserved for issuance under the Callan JMB Inc. 2024 Equity Incentive Plan, as amended (the “Plan”) (2) | |
| 2,000,000 | | |
| 1,000,000 | | |
| 400,000 | | |
| 200,000 | | |
| 100,000 | |
| (1) | Reflects
the Authorized Share Amendment approved under Proposal 2. That amendment increases our total
authorized capital stock from 200,000,000 shares to 500,000,000 shares, consisting of 490,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. The Reverse Stock Split
will not, by itself, change the number of authorized shares of Common Stock or Preferred
Stock. |
| (2) | Represents
the aggregate number of shares of Common Stock reserved for issuance under the Plan, which
will be proportionately adjusted in accordance with the terms of the Plan upon the effectiveness
of the Reverse Stock Split and does not give effect to any automatic annual increase under
the Plan. |
Effect
on Outstanding Equity Awards, Convertible Securities and the Equity Incentive Plan
Upon
the effectiveness of the Reverse Stock Split, proportionate adjustments will be made, in accordance with their respective terms, to the
number of shares of Common Stock issuable upon exercise, conversion or settlement of all outstanding options, warrants, convertible securities
and equity awards, and to the exercise or conversion prices thereof, as well as to the number of shares reserved and available for issuance
under the Callan JMB Inc. 2024 Equity Incentive Plan, as amended (the “Plan”). No shares of Preferred Stock were outstanding
as of the Record Date.
Fractional
Shares
No
fractional shares will be issued in connection with the Reverse Stock Split. As permitted by NRS 78.205, any holder of record who would
otherwise be entitled to a fractional share, after aggregating all shares of Common Stock held of record by such holder immediately prior
to the effective time, will have such fractional share rounded up to the next whole share. No cash or other consideration will be paid
in lieu of fractional shares.
Effectiveness;
Exchange of Shares
The
Reverse Stock Split will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada,
setting forth the ratio selected by the Board, but in no event earlier than twenty (20) calendar days after the definitive Information
Statement is first sent or given to our stockholders, as required by Rule 14c-2 under the Exchange Act. We will notify Nasdaq of the
Reverse Stock Split as required under Nasdaq Listing Rule 5250(e)(7) and will file a Current Report on Form 8-K announcing the final
ratio and effective time.
Our
transfer agent, ClearTrust, LLC, will act as exchange agent. Stockholders holding shares in book-entry form or through a bank, broker
or other nominee will have their positions automatically adjusted and need take no action. Holders of physical certificates will receive
a letter of transmittal with instructions. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATE
UNTIL REQUESTED TO DO SO.
Accounting
Consequences. The par value per share of Common Stock will remain $0.001 per share. As a result, on the effective date, the stated
capital attributable to Common Stock on our balance sheet will be reduced proportionately based on the ratio selected, and additional
paid-in capital will be increased by the amount by which stated capital is reduced. Per-share net income or loss will be increased because
there will be fewer shares outstanding, and prior-period per-share amounts will be retroactively adjusted.
Certain
Material U.S. Federal Income Tax Consequences. The Reverse Stock Split is intended to qualify as a “recapitalization”
for U.S. federal income tax purposes. Accordingly, a stockholder generally should not recognize gain or loss as a result of the Reverse
Stock Split, except possibly with respect to any additional fraction of a share received as a result of rounding up. A stockholder’s
aggregate tax basis in the post-split shares should equal the aggregate tax basis of the pre-split shares, and the holding period of
the post-split shares should include the holding period of the pre-split shares. Stockholders should consult their own tax advisors regarding
the tax consequences of the Reverse Stock Split.
No
Going-Private Transaction. The Reverse Stock Split is not intended to be, and will not have the effect of, a “going private
transaction” covered by Rule 13e-3 under the Exchange Act. We will continue to be subject to the periodic reporting requirements
of the Exchange Act.
Effective
Date of Action by Written Consent
Per
Rule 14c-2 under the Exchange Act, the corporate actions taken by the Written Consent will become effective no earlier than twenty (20)
calendar days after the first mailing or delivery of the definitive Information Statement to stockholders as of the Record Date. No Certificate
of Amendment will be filed with the Secretary of State of the State of Nevada before that date.
Interests
of Directors and Executive Officers
No
director, executive officer, or associate of any director or executive officer, or any other person, has any substantial interest, direct
or indirect, by security holdings or otherwise, in either Amendment that is not shared by all other holders of Common Stock.
Dissenters’
Rights of Appraisal
Under
the NRS, our Articles of Incorporation and our Bylaws, stockholders are not entitled to dissenters’ or appraisal rights in connection
with the Reverse Stock Split or the Authorized Share Amendment, and we will not independently provide stockholders with any such rights.
PROPOSAL
2 — APPROVAL OF THE INCREASE IN AUTHORIZED SHARES
General
On
October 27, 2026, the Board adopted resolutions approving, declaring advisable and recommending to our stockholders the Authorized
Share Amendment, which would amend and restate Sections 3.01 and 3.02 of Article III of our Articles of Incorporation, substantially
in the form attached hereto as Annex B, to increase the total number of shares of capital stock that we are authorized to issue from
200,000,000 shares to 500,000,000 shares, consisting of 490,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock,
each with a par value of $0.001 per share. Section 3.03 (Preferred Stock) of Article III will remain unchanged. As of October
30, 2026, the Majority Holders approved the Authorized Share Amendment by the Written Consent pursuant to NRS 78.385 and NRS 78.390.
Before
the Authorized Share Amendment, we are authorized to issue 200,000,000 shares of capital stock, consisting of 190,000,000 shares of Common
Stock and 10,000,000 shares of Preferred Stock. After the Authorized Share Amendment, we will be authorized to issue 500,000,000 shares
of capital stock, consisting of 490,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the Record Date, 10,662,319
shares of Common Stock and no shares of Preferred Stock were outstanding.
Reasons
for the Increase in Authorized Shares
The
Board believes the Authorized Share Amendment is advisable and may be in the best interests of the Company and our stockholders in order
to provide sufficient authorized shares for future financings, acquisitions, equity compensation and other corporate purposes, without
the delay and expense of obtaining further stockholder approval, except as required by applicable law or Nasdaq rules..
Effect
of the Increase in Authorized Shares. The additional shares of Common Stock will have the same rights and privileges as the shares
of Common Stock currently outstanding. Holders of Common Stock have no preemptive rights to purchase additional shares. The Authorized
Share Amendment will not, by itself, have any immediate effect on the rights of existing stockholders. However, the future issuance of
additional shares of Common Stock, or securities convertible into Common Stock, would dilute the ownership and voting interests of existing
stockholders and, depending on the price at which such shares are issued, could dilute earnings per share and book value per share and
adversely affect the market price of the Common Stock.
Potential
Anti-Takeover Effects. Although the Authorized Share Amendment is not intended as an anti-takeover measure, the availability
of additional authorized shares could, under certain circumstances, have an anti-takeover effect. For example, the Board could issue
additional shares to dilute the stock ownership or voting power of a person seeking to obtain control of the Company, or could issue
shares to persons friendly to the Board. The Reverse Stock Split, by increasing the proportion of authorized but unissued shares relative
to issued shares, could have a similar effect. The Board is not aware of any attempt or plan to obtain control of the Company, and neither
Amendment is being undertaken in response to any such effort.
Effectiveness
The
Authorized Share Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State
of Nevada at such time as the Board determines, but in no event earlier than twenty (20) calendar days after the definitive Information
Statement is first sent or given to our stockholders. The Board reserves the authority to abandon the Authorized Share Amendment at any
time prior to its effectiveness without further action by the stockholders. The Authorized Share Amendment and the Reverse Split Amendment
may be effected independently, at the same time or at different times.
Interests
of Directors and Executive Officers
No
director or executive officer has any substantial interest in the Authorized Share Amendment that is not shared by all other holders
of Common Stock.
OUTSTANDING
VOTING SECURITIES
Each
share of Common Stock entitles its holder to one vote on each matter submitted to stockholders. As of the Record Date, 10,662,319 shares
of Common Stock were issued, outstanding, and eligible for action by written consent and notice of such action, and no shares of Preferred
Stock were outstanding. Under NRS 78.390 and 78.2055, with respect to the Reverse Split Amendment, and NRS 78.385 and 78.390, with respect
to the Authorized Share Amendment, each Amendment required the approval of the holders of a majority of the voting power of our outstanding
capital stock, which approval was obtained by written consent pursuant to NRS 78.320. The Majority Holders, include Wayne Williams, David
Croyle, M.D., and certain other Company Officers and Directors holding in the aggregate voting power over 3,630,063 shares
of Common Stock, representing approximately 34% of the voting power of the outstanding Common Stock as of the Record Date.
As
of October 30, 2026, the Majority Holders
executed the Written Consent approving Proposal 1 and Proposal 2.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the Record Date by: (i) each
person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; (ii) each of our directors;
(iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group.
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage
of outstanding shares of our common stock held by each person or group of persons named above, any shares of common stock that such person
or persons has the right to acquire within sixty (60) days of the Record Date are deemed to be outstanding for such person, but not deemed
to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares of common
stock listed as beneficially owned does not constitute an admission of beneficial ownership by any person.
Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Callan JMB Inc., 244 Flightline Drive, Spring
Branch, Texas 78070-6241. Percentages are based on 10,662,319 shares of Common Stock outstanding as of the Record Date.
| Name | |
Amount and Nature of Beneficial Ownership | | |
Percent of Class | |
| Directors and Executive Officers | |
| | | |
| | |
| Wayne Williams(1) | |
| 2,523,770 | | |
| 23.7 | % |
| David Croyle, M.D.(2) | |
| 1,005,693 | | |
| 9.4 | % |
| Christopher Shields | |
| 1,100 | | |
| * | |
| Liberty Duke | |
| 43,750 | | |
| * | |
| Gerald Dial | |
| 55,750 | | |
| * | |
| All Executive Officers & Directors as a Group | |
| 3,630,063 | | |
| 34 | % |
| 5% or Greater Stockholders | |
| * | | |
| * | |
*Represents
beneficial ownership of less than 1%.
(1)
Consists of 2,250,000 shares of Common Stock owned and controlled directly and 273,770 shares owned beneficially over which
the holder has voting power.
(2)
Consists of 750,000 shares of Common Stock owned and controlled directly and 255,693 shares owned beneficially over which
the holder has voting power.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is ClearTrust, LLC with its business address at 16540 Point Village Drive, Lutz, Florida
33558.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. The Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by sending a written notification stating (i) your name, (ii) your shared address and (iii)
the address to which the Company should direct the additional copy of the Information Statement, to
Callan
JMB Inc.
244
Flightline Drive, Spring Branch, Texas 78070-6241
Telephone:
(830) 438-0395
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
The
entire cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock held of
record by them.
INCORPORATION
BY REFERENCE
We
are permitted to incorporate by reference certain information into this Information Statement. This means we can disclose important information
to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered part
of this Information Statement. We hereby incorporate by reference our Annual Report on Form 10-K for the fiscal year ended December 31,
2025, filed with the SEC on March 31, 2026, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the
SEC on August 14, 2026. The Company will furnish any such report to a stockholder that requests any thereof.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Information Statement contains statements not purely historical and which may be considered forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding our expectations,
beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts or that necessarily
depend upon future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “project,” “predict,” “potential” and similar expressions. This Information
Statement contains, among others, forward-looking statements based upon current expectations that involve numerous risks and uncertainties,
including those described in our Annual Report on Form 10-K and in our other public filings.
Investors
are cautioned that any such forward-looking statements are not guarantees of future performance, involve risks and uncertainties and
that actual results may differ materially from those possible results discussed in the forward-looking statements as a result of various
factors.
Do
not place undue reliance on such forward-looking statements as they speak only as of the date they are made. Except as required by law,
we assume no obligation to publicly update or revise any forward-looking statement even if experience or future changes make it clear
that any projected results expressed or implied therein will not be realized.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Our SEC filings are available to you
on the SEC’s website at www.sec.gov. Documents we have filed with the SEC are also available on our website through the
investors link at https://www.callanjmb.com. Information contained on our website does not constitute a part of this information
statement and is not incorporated by reference herein.
CONCLUSION
Any
person, including any beneficial owner, to whom this Information Statement is delivered may request copies of reports, proxy statements
or other information concerning us, without charge, as described above.
You
should rely only on information contained in or referenced in this information statement. No persons have been authorized to give any
information or to make any representations other than those contained in this information statement and, if given or made, such information
or representations must not be relied upon as having been authorized by us or any other person.
THIS
INFORMATION STATEMENT IS DATED NOVEMBER__, 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS INFORMATION STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
This
Information Statement is first being mailed or furnished to stockholders on or about November__, 2026. The Company will pay all costs
associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of the Common Stock.
This
Information Statement is provided to the stockholders only for information purposes in connection with the Amendments, pursuant to and
in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
| |
By
Order of the Board of Directors: |
| |
|
| Dated:
November__, 2026 |
Callan
JMB Inc. |
| |
|
|
| |
|
/s/
Wayne Williams |
| |
Name:
|
Wayne
Williams |
| |
Title: |
Chief
Executive Officer, President, and Chairman of the Board |
ANNEX
A
FORM
OF CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF CALLAN JMB INC.
(Pursuant
to NRS 78.385 and 78.390)
Callan
JMB Inc., a Nevada corporation (the “Corporation”), hereby certifies as follows:
1. The name of the corporation is Callan
JMB Inc.
2.
The Articles of Incorporation of the Corporation, as amended (the “Articles”), have been amended as follows: Article III
(Capital Stock) of the Articles is hereby amended by adding the following new Section 3.04 immediately following Section 3.03: “3.04
Reverse Stock Split. Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), every [●] ([●])
shares of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”), issued and outstanding immediately
prior to the Effective Time, shall automatically and without any further action on the part of the Corporation or any holder thereof
be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock (the “Reverse Stock Split”).
The par value of the Common Stock following the Reverse Stock Split shall remain $0.001 per share. No fractional shares shall be issued
in connection with the Reverse Stock Split. If the Reverse Stock Split would result in a holder of record being entitled to a fraction
of a share of Common Stock, after aggregating all shares of Common Stock held of record by such holder immediately prior to the Effective
Time, the Corporation shall issue such additional fraction of a share of Common Stock as is necessary to increase such fractional share
to a whole share, such that the number of shares of Common Stock to be received by each holder shall be rounded up to the next whole
share, and no cash or other consideration shall be paid in lieu of fractional shares. The total number of shares of capital stock that
the Corporation is authorized to issue, and the number of authorized shares of Common Stock and Preferred Stock, as set forth in Sections
3.01, 3.02 and 3.03 of this Article III, shall not be changed by the Reverse Stock Split. Each certificate or book-entry position that
immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common
Stock into which the shares represented thereby shall have been combined as a result of the Reverse Stock Split, subject to the rounding-up
treatment of fractional share interests described above.”
3.
The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required by law or by the Articles, voted in favor of the amendment is: Shares
representing 52.8% of the outstanding voting power of the Corporation were voted in favor of the amendment.
4.
Effective date and time of filing: [__________], 202_[, at [__:__] [a.m./p.m.] Pacific Time].
| CALLAN JMB INC. | |
| | | |
| By: | | |
| Name: | Wayne Williams | |
| Title: | Chief
Executive Officer, President and Chairman of the Board | |
ANNEX
B
FORM
OF CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF CALLAN JMB INC.
(Pursuant
to NRS 78.385 and 78.390)
Callan
JMB Inc., a Nevada corporation (the “Corporation”), hereby certifies as follows:
1. The name of the corporation is Callan
JMB Inc.
2. The Articles of Incorporation of the Corporation, as amended (the “Articles”), have been amended as follows:
Sections 3.01 and 3.02 of Article III (Capital Stock) of the Articles are hereby amended and restated in their entirety to read as follows,
and Section 3.03 (Preferred Stock) of Article III shall remain unchanged: “3.01 Authorized Capital Stock. The total number of shares
of stock this Corporation is authorized to issue shall be five hundred million (500,000,000) shares, par value $0.001 per share. This
stock shall be divided into two classes to be designated as “Common Stock” and “Preferred Stock”. 3.02 Common
Stock. The total number of authorized shares of Common Stock shall be four hundred and ninety million (490,000,000).” Following
such amendment, the total number of authorized shares of Preferred Stock shall remain ten million (10,000,000) shares, par value $0.001
per share, as set forth in Section 3.03.
3.
The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required by law or by the Articles, voted in favor of the amendment is: Shares
representing 52.8% of the outstanding voting power of the Corporation were voted in favor of the amendment.
4.
Effective date and time of filing: [__________], 202_[, at [__:__] [a.m./p.m.] Pacific Time].
| CALLAN JMB INC. | |
| | | |
| By: | | |
| Name: | Wayne Williams | |
| Title: | Chief
Executive Officer, President and Chairman of the Board | |
