Business Context and Reporting Period
Company: Callan JMB Inc. (Nevada corporation, Nasdaq: CJMB)
Filing Type: Form 8-K (Current Report)
Date of Report: August 19, 2026
Event: Entry into a Material Definitive Agreement (Asset Purchase and Sale Agreement) to acquire oil and gas assets in the Williston Basin from Reger Oil, Inc.
Key Financial Metrics and Transaction Terms
Transaction Value: The aggregate purchase price consists of:
- Equity Consideration: 1,000 shares of Series A Perpetual Convertible Preferred Stock with an aggregate stated value of $10,000,000.
- Cash Consideration: $2,000,000, payable on or before December 31, 2026.
Assets Acquired: Leasehold interests, mineral interests, contracts, permits, surface rights, equipment, and related records in the Williston Basin.
Financial Performance: The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes and Governance
Corporate Structure Changes:
- Within six months of closing, the subsidiary "Callan Power LLC" will be renamed "Reger Energy, LLC" or a name determined by the Board.
- Mr. Michael Reger (Seller's principal) will be appointed President of the subsidiary and to the Company's Board of Directors.
- A current director will resign, and a replacement will be nominated and elected by holders of a majority of the Preferred Stock.
Closing Conditions: The transaction is subject to customary conditions, including satisfactory title and environmental diligence, absence of litigation, and stockholder approval required under Nasdaq Listing Rules 5635(a) and 5635(d).
Outlook, Risks, and Contingencies
Timeline:
- Expected Closing: On or before September 22, 2026.
- Termination Date: The agreement may be terminated if closing does not occur by October 31, 2026.
Risks and Contingencies:
- Regulatory Approval: Closing is contingent upon stockholder approval for the issuance of Preferred Stock and convertible common shares.
- Asset Condition: Assets are acquired on an "as is, where is" and "with all faults" basis, subject to specific representations and a special warranty of defensible title.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from estimates due to known and unknown risks.
Investor Verification Checklist
- Verify the terms of the Series A Perpetual Convertible Preferred Stock in the Certificate of Designation (Exhibit 99.1), specifically conversion rates and dividend rights.
- Confirm the status of the required stockholder vote under Nasdaq Listing Rules 5635(a) and 5635(d).
- Review the full Asset Purchase and Sale Agreement (Exhibit 10.1) for specific indemnification limits, deductibles, and environmental representations.
- Monitor the completion of title and environmental diligence, which are explicit closing conditions.
- Assess the impact of the $2,000,000 cash payment due by December 31, 2026, on the company's liquidity position.