As
filed with the U.S. Securities and Exchange Commission on September 19, 2025
Registration
No. 333- 289849
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CALLAN
JMB INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
7389 |
|
99-0931141 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification Number) |
244
Flightline Drive
Spring
Branch, Texas 78070-6241
(830)
438-0395
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mr.
Wayne Williams
Chief Executive Officer
Callan
JMB Inc.
244
Flightline Drive
Spring
Branch, Texas 78070-6241
(830)
438-0395
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
| Copies
to: |
Ross
David Carmel, Esq.
Barry
P. Biggar, Esq
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas,
31st
Floor
New
York, New York 10036
(212)
930-9700
|
David
E. Danovitch, Esq.
Michael
DeDonato, Esq.
Charles
E. Chambers, Jr., Esq.
Sullivan
& Worcester LLP
1251
Avenue of the Americas
New
York, New York 10020
(212)
660-3000 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
| |
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
|
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 comply
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY
NOTE
Callan
JMB Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-289849) as an exhibits-only filing. Accordingly,
this Amendment consists only of the facing page, this explanatory note, Item 16(a) of the Registration Statement, the signature page
to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
16. Exhibits.
(a)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Callan JMB Inc. Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 3.2 |
|
Bylaws, adopted on February 2, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 4.1 |
|
Form of Underwriters’ Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 5.1** |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 10.1 |
|
Reorganization Agreement and Plan of Share Exchange, dated February 2, 2024 by and among Coldchain Technology Services, LLC, (“CTS”), Callan JMB Inc., and shareholders of CTS (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.2 |
|
Professional Services Agreement, by and between The City of Chicago Department of Public Health and Coldchain Technology Services, LLC, dated December 21, 2018 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.3 |
|
Professional Services Agreement, by and between The City of Chicago Department of Public Health and Coldchain Technology Services, LLC, dated February 10, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.4 |
|
Standard Lease Agreement, dated April 1, 2024, by and between Warehouse Asset Management, LLC and Coldchain Technology Services, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.5† |
|
Callan JMB Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.6† |
|
Employment Agreement entered into between the Callan JMB Inc. and Wayne Williams, dated October 15, 2024, as amended as October 24,2024 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.7† |
|
Employment Agreement entered into between the Callan JMB Inc. and David J. Croyle, M.D., dated 1, 2024, as amended as of October 24, 2024 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.8† |
|
Employment Agreement entered into between the Callan JMB Inc. and Eric L. Kash, dated October 1, 2024, as amended as of October 24, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.9† |
|
Form of Independent Director Agreement (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.10 |
|
Exchange and Reorganization Agreement, dated as of November 14, 2024, among the Company, Wayne Williams and Dr. David Croyle (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 10.11* |
|
Equity Purchase Agreement, dated July 24, 2025, by and between Callan JMB Inc. and the Investor |
| 10.12* |
|
Registration Rights Agreement, dated July 24, 2025, by and between Callan JMB Inc. and the Investor |
| 10.13 |
|
Standard Sublease Agreement, dated October 1, 2024, by and between lessor and Callan JMB, Inc. (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42506) filed with the SEC on August 14, 2025) |
| 10.14 |
|
Standard Lease Agreement, dated April 1, 2025, by and between Outlaw Run Ranch, LLC. and Coldchain Technology Services, LLC (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42506) filed with the SEC on August 14, 2025) |
| 14.1 |
|
Form of Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 19.1 |
|
Form of Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 21.1** |
|
List of Subsidiaries of Callan JMB Inc. |
| 23.1** |
|
Consent of Rosenberg Rich Baker Berman, P.A. |
| 23.2** |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1 hereto) |
| 97.1 |
|
Executive Compensation Clawback Policy (incorporated by reference to Exhibit 99.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025) |
| 107** |
|
Filing Fee Table |
| * |
Filed
herewith. |
| ** |
Previously
Filed. |
| † |
Management
compensatory agreement. |
(b)
Financial Statement Schedules.
All
financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements
or in the notes thereto.
(b)
Financial Statement Schedules.
All
financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements
or in the notes thereto.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Spring Branch, Texas, on September 19, 2025.
| |
CALLAN
JMB INC. |
| |
|
|
| |
By: |
/s/
Wayne Williams |
| |
|
Wayne
Williams |
| |
|
Chief
Executive Officer, President, and Chairman of the Board |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
Wayne Williams |
|
Chief
Executive Officer, President, and Chairman of the Board |
|
September
19, 2025 |
| Wayne
Williams |
|
(Principal
Executive Officer) and Director |
|
|
| |
|
|
|
|
| /s/
Shannon Badger |
|
Interim
Chief Financial Officer |
|
September
19, 2025 |
| Shannon
Badger |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
David J. Croyle, M.D. |
|
Chief
Medical Officer |
|
September
19, 2025 |
| David
J. Croyle, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Eric L. Kash |
|
Executive
Vice President, and Director |
|
September
19, 2025 |
| Eric
L. Kash |
|
|
|
|
| |
|
|
|
|
| /s/
Mark Meller |
|
Director |
|
September
19, 2025 |
| Mark
Meller |
|
|
|
|
| |
|
|
|
|
| /s/
Gerald Dial |
|
Director |
|
September
19, 2025 |
| Gerald
Dial |
|
|
|
|
| |
|
|
|
|
| /s/
Liberty Duke |
|
Director |
|
September
19, 2025 |
| Liberty
Duke |
|
|
|
|
