Business Context and Reporting Period
Company: Callan JMB Inc. (Nevada corporation, Nasdaq: CJMB)
Filing Type: Form 8-K (Current Report)
Date of Report: August 18, 2026
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
Key Financial Metrics and Transaction Details
This filing details a financing facility rather than periodic financial performance metrics (revenue, profit, cash flow). Key transaction metrics include:
- Facility Type: Equity Line of Credit (ELOC) via First Amended and Restated Purchase Agreement.
- Total Investment Amount: Up to $75 million (increased from $25 million under the original agreement).
- Term: Through the earlier of April 1, 2027, or the date the full Investment Amount is purchased.
- Purchase Notice Limits: Between $500,000 and $2,000,000 per notice.
- Pricing Mechanism (Regular Purchase): 95% of the lowest daily trading price during the measurement period (drops to 75% if suspended/delisted).
- Pricing Mechanism (Exemption Purchase): 90% of the lowest daily trading price (drops to 80% if suspended/delisted).
- Floor Price: No purchases allowed if the Closing Sale Price is below $1.00.
- Beneficial Ownership Limit: Investor ownership capped at 4.99%.
- Termination Fee: $250,000 payable if the agreement is terminated and less than $7.5 million has been sold (excluding ownership limit impacts).
Material Changes Versus Prior Period
The primary material change is the amendment of the Purchase Agreement dated July 24, 2025 (as amended March 10, 2026). The aggregate investment capacity was increased from $25 million to $75 million. Additionally, a First Amended and Restated Registration Rights Agreement was executed to cover the increased number of registrable securities.
Guidance, Outlook, Risks, and Contingencies
- Registration Rights: The Company must file an initial Registration Statement within 30 days of signing. Failure to file timely or have it declared effective by the deadline triggers a penalty of 25,000 shares of Common Stock issued to the Investor within two trading days.
- Pre-Settlement Shares: For Regular Purchases, the Company delivers shares equal to the Purchase Amount divided by 90% of the Closing Sale Price on the day preceding the notice date, no later than two trading days after the notice.
- Voluntary Nature: The Company is not obligated to sell any shares and may consider various factors before issuing Purchase Notices.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from estimates due to risks and uncertainties.
Important Facts for Investor Verification
- Verify the current market price of CJMB stock relative to the $1.00 floor price to assess immediate availability of the facility.
- Review the full text of Exhibit 10.1 (Amended Purchase Agreement) and Exhibit 10.2 (Amended Registration Rights Agreement) for specific covenants and indemnification obligations.
- Monitor the Company's ability to file the required Registration Statement within 30 days to avoid the 25,000-share penalty.
- Assess the potential dilution impact of up to $75 million in share issuances at a discount to market price.
- Confirm the identity of the "Investor" and their current beneficial ownership percentage to understand proximity to the 4.99% cap.