CJMB 8-K filed 2026 · insiderdelta

Item
1.01. Entry into a Material Definitive Agreement.

On
May 26, 2026, Callan JMB Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”)
with Alexander Capital, L.P. (“Alexander Capital”), as sales agent, pursuant to which the Company may offer and sell, from
time to time, through Alexander Capital shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
having an aggregate offering price of up to $5,000,000.

Sales
of the Common Stock, if any, pursuant to the Sales Agreement will be made in sales deemed to be “at the market offerings”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made
directly on the Nasdaq Capital Market, on any other existing trading market for the Common Stock or to or through a market maker other
than on an exchange. Alexander Capital is not required to sell any specific number or dollar amount of shares of Common Stock, but will
act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed
terms between Alexander Capital and the Company. With the Company’s prior written approval, Alexander Capital may also sell shares
of Common Stock in privately negotiated transactions.

The
Company will pay Alexander Capital a commission equal to 3.0% of the gross proceeds from each sale of shares of Common Stock sold through
Alexander Capital under the Sales Agreement. The Company has also agreed to reimburse Alexander Capital for certain specified expenses,
including the fees and disbursements of its counsel in an amount not to exceed $50,000 in connection with the establishment of the at-the-market
offering, and thereafter, an amount not to exceed $3,000 on a quarterly basis.

The
Company intends to use the net proceeds from sales of Common Stock under the Sales Agreement for working capital and general corporate
purposes.

The
Sales Agreement contains customary representations, warranties and covenants by the Company, indemnification obligations of the Company
and Alexander Capital, and other obligations of the parties. The offering of Common Stock pursuant to the Sales Agreement will terminate
upon the earlier of (i) the sale of all of the shares of Common Stock subject to the Sales Agreement or (ii) the termination of the Sales
Agreement as permitted therein. Either party may terminate the Sales Agreement upon prior written notice to the other party as specified
in the Sales Agreement.

The
shares of Common Stock to be offered and sold under the Sales Agreement, if any, will be issued pursuant to the Company’s registration
statement on Form S-3 (File No. 333-296253), filed with the Securities and Exchange Commission (the “SEC”) on May
26, 2026, including a prospectus supplement dated May 26, 2026 relating to the offering of up to $5,000,000 of shares of Common Stock
pursuant to the Sales Agreement.

The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.

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 submit a plan to
regain compliance with the Stockholders’ Equity Requirement within 45 calendar days and the Company’s ability to regain compliance
with the Stockholders’ Equity Requirement by the deadline imposed by 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, 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 Securities and Exchange Commission, 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.
CJMB Callan Jmb Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
