CJMB 10-Q
Callan Jmb Inc. (CJMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, including zip code)
Tel:
(Registrant’s telephone number, including area code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if this registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2026, the Company had shares of common stock, $ par value, issued and outstanding.
Documents Incorporated by Reference: None.
CALLAN JMB INC.
FORM 10-Q
TABLE OF CONTENTS
| 2 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net
of allowance for credit losses of $ | ||||||||
| Inventory | ||||||||
| Deferred offering costs | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Right of use assets – operating lease | ||||||||
| Advances to affiliate | ||||||||
| Property
and equipment, net of accumulated depreciation of $ | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Corporate taxes payable | ||||||||
| Right of use liabilities – operating lease | ||||||||
| Total current liabilities | ||||||||
| Right of use liabilities – operating lease | ||||||||
| Derivative liability | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies – Note 8 | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock - authorized shares, $ par value; issued and outstanding as of June 30, 2026 and December 31, 2025 | $ | $ | ||||||
| Common stock - authorized shares, par value $ par value, issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| ELOC facility transaction expenses | ( | ) | ||||||||||||||
| Changes in fair value of derivative liability | ( | ) | ||||||||||||||
| Total other income (expenses) | ( | ) | ||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision (benefit) for income taxes | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding - basic and diluted (See Notes 2 and 3) | ||||||||||||||||
| Net loss per common share - basic and diluted (See Notes 2 and 3) | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)
| Preferred Stock | Common Stock | Additional Paid in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| January 1, 2026 | $ | $ | $ | ( | ) | $ | | |||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of ELOC Shares | - | |||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||
| Restricted stock unit awards vesting | - | ( | ) | |||||||||||||||||||||||||
| March 31, 2026 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||
| Restricted stock unit awards vesting | - | ( | ) | |||||||||||||||||||||||||
| June 30, 2026 | $ | ( | ) | |||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | | ||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Common stock issued in initial public offering, net of costs | - | |||||||||||||||||||||||||||
| Common stock issues in initial public offering (over allotment), net of costs | - | |||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||
| Restricted stock unit awards vesting | - | ( | ) | |||||||||||||||||||||||||
| June 30, 2025 | $ | $ | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in fair value of derivative liability | ||||||||
| Depreciation | ||||||||
| Provision (recoveries) for credit losses | ( | ) | ( | ) | ||||
| Other non-cash expenses relating to ELOC Facility | ||||||||
| Stock based compensation | ||||||||
| Right of use asset – operating lease | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Right of use liabilities – operating lease | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Deferred tax liabilities | ( | ) | ||||||
| Corporate taxes payable | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows used in investing activity: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activity | $ | ( | ) | $ | ( | ) | ||
| Cash flows from (used in) financing activities: | ||||||||
| Related party loans | ||||||||
| Proceeds from IPO and overallotment, net | ||||||||
| Advances to affiliate | ( | ) | ||||||
| Deferred offering costs | ( | ) | ||||||
| Proceeds from offering of ELOC shares | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Lease incentives reimbursement | $ | $ | ||||||
| Supplemental Schedule of Non-Cash Financing and Investing Activities: | ||||||||
| Issuance of common stock for ELOC-related consideration and expenses | $ | $ | ||||||
| Right of use assets acquired and operating lease liabilities recognized for new lease arrangement | $ | ( | ) | $ | ( | ) | ||
| Right-of-use assets and operating lease liabilities due to lease modifications | $ | $ | ( | ) | ||||
| Fair value of Stock Warrants issued at IPO | $ | $ | ||||||
| Deferred offering costs charged to additional paid-in-capital | $ | $ | ||||||
| Restricted stock unit awards vesting | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS
Callan
JMB Inc. (which may be referred to as “Callan”, “Callan JMB”, “CJMB”, “Company,” “we,”
“us,” or “our”) was formed on January 24, 2024, in the state of Nevada for the purposes of reorganizing and becoming
a holding company for Coldchain Technology Services, LLC and Callan JMB Services (India) Private Limited. CTS was formed on December
27, 2006, in the state of Texas and is our main operating subsidiary engaged in a vertically integrated logistics and fulfillment ecosystem
that utilizes advanced predictive technology for the supply chain by guaranteeing the safety, effectiveness, and potency of every product
handled to ensure product integrity, and to provide immediate response in time sensitive industries while ensuring environmental responsibility.
Callan JMB Services (India) Private Limited is domiciled in Pune, Maharashtra, India and is
The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025 and notes thereto contained in the Company’s Form 10-K filed with the Securities and Exchange Commission.
Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business. As such, the financial statements do not include adjustments for the recoverability and classification of assets and their carrying amounts, or for the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
As
of June 30, 2026, the Company had an accumulated deficit of $(
Since inception, the Company has funded its operations through operating cash flows, the ELOC Facility, and capital contributions or other funding from Mr. Williams. Management will continue to evaluate additional sources of capital, including equity and debt financings and support from Mr. Wayne Williams, the Company’s Chief Executive Officer and largest shareholder. However, the availability and terms of future financing are subject to market conditions, investor demand, and the Company’s operating performance, and there can be no assurance that additional capital will be available when needed or on acceptable terms.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair statement of our Condensed Consolidated Balance Sheet as of June 30, 2026, and our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management bases its estimates on historical experience and other assumptions that it believes to be reasonable at the time. Actual results could differ from those estimates, and any such differences may be material to the financial statements. Significant estimates are contained in the accompanying financial statements for the useful lives for depreciation and amortization of long-lived assets, allowance for credit losses, stock-based compensation and the incremental borrowing rate used in determining the right-of-use assets and operating lease liabilities.
| 7 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
The
Company deposits its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured
by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Accounts Receivable
Accounts receivable are recorded at the invoiced amount, which is the amount the Company expects to collect from its customers. Generally, payment is due from customers within 30-90 days of the invoice date. On a regular basis, the Company evaluates its accounts receivable and establishes the allowance for credit losses based on an evaluation of certain criteria and evidence of collection uncertainty including historical collection trends, reasonable expectations of future collections, current economic trends and changes in customer payment patterns. Past-due receivable balances are written off when the Company’s collection efforts have been deemed unsuccessful. The Company maintains an allowance for credit losses to reserve for potential uncollectible receivables. The allowance for credit losses as of June 30, 2026 and December 31, 2025 are as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision (recovery) for credit losses | ( | ) | ||||||
| Related allowances for written off accounts receivable | ( | ) | ||||||
| Reversal of allowance related to reinstated invoices previously charged off | ( | ) | ||||||
| Others | ||||||||
| Ending Balance | $ | $ | ||||||
Credit Concentration
The concentration of credit risks in accounts receivable is due to certain large customers comprising the Company’s customer base throughout North America. The Company maintains policies over credit extension that include credit evaluations, credit limits and collection monitoring procedures on a customer-by-customer basis. However, the Company generally does not require collateral before services are performed.
The Company has several customers for the three and six months ended June 30, 2026 and 2025 that make up in excess of 10% of revenue as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||
| Customer | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||
| 1 | % | % | % | % | ||||||||||||||
| 2 | % | % | % | % | ||||||||||||||
| 3 | % | % | % | % | ||||||||||||||
The Company has several customers as of June 30, 2026 and December 31, 2025 that make up in excess of 10% of accounts receivable as follows:
| Customer | 2026 | 2025 | ||||||||
| 1 | % | % | ||||||||
| 2 | % | % | ||||||||
| 3 | % | % | ||||||||
| 4 | % | % | ||||||||
The Company has several vendors as of June 30, 2026 and December 31, 2025 that make up in excess of 10% of accounts payable as follows:
| Vendor | 2026 | 2025 | ||||||||
| 1 | % | % | ||||||||
| 2 | % | % | ||||||||
| 3 | % | % | ||||||||
The Company has two vendors for the three and six months ended June 30, 2026 and 2025 that make up equal to or more than 10% of services rendered to us as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||
| Vendor | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||
| 1 | % | % | % | % | ||||||||||||||
| 2 | % | % | % | % | ||||||||||||||
| 8 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventory
Inventory is stated at the lower of cost (using the first-in, first-out method (“FIFO”)) or net realizable value. We continually analyze our slow moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we determined that establishing a reserve was not necessary at this time. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. The Company’s inventory is comprised of raw materials for customer packaging needs as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
Property and Equipment
Property and equipment, net, is stated at cost less accumulated depreciation. Expenditures for major renewals and improvements that extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating expense as incurred. During the construction and development period of an asset, the costs incurred, including interest expense, are classified as construction-in-progress. When the asset is ready for its intended use, the asset is reclassified to an appropriate asset classification and depreciation, or amortization commences.
The Company depreciates and amortizes the capitalized cost of these assets, using the straight-line method, as follows:
Asset Classification:
Computer
equipment
Furniture
and fixtures
Leasehold Improvements
The
Company recognized depreciation expense of $
The
Company tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An
Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers. Revenue is recorded at the transaction price, which is the amount that reflects the consideration the Company expects to receive in exchange for providing the goods or services. The Company’s primary performance obligations in our contracts with customers are to provide services related to emergency preparedness or to deliver specialty packaging. Most of the Company’s revenues are for services, which are recognized over time as the related time and materials are incurred at contractually agreed-upon rates. Product revenues are recognized at a point in time when the products are delivered and control transfers to the customer. The Company’s payment terms vary by the type of customer and the products or services offered. The periods between invoicing and when payments are due are not significant. Amounts billed to customers related to shipping and handling are classified as revenue and the Company’s shipping and handling costs are included in costs of revenues.
Disaggregation of Revenue
The following table presents our disaggregated revenues by distribution channel:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| Sales by distribution channel: | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Emergency preparedness | $ | $ | $ | $ | ||||||||||||
| Specialty packaging | $ | |||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 9 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| Sales by customer type: | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Governmental | $ | $ | $ | $ | ||||||||||||
| Non-governmental | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Emergency preparedness
We provide comprehensive services primarily to state and local governments. These services include managing their building sites, medical stockpiles of equipment, supplies and responding to state or local emergencies. We also provide Quality Control/Assurance to safeguard vaccines, medical supplies, and equipment. Revenue is recognized when services are rendered or medical supplies are shipped.
Specialty Packaging.
Our specialty temperature-regulating packaging solutions provide a better thermal system to maintain and protect products and ensure peak customer experience. In utilizing this packaging, customers yield the benefits of lower costs and overhead while improving process, agility, velocity, accuracy, and repeatability of complex fulfillment networks. Revenue is recorded when products are delivered, or services are rendered. Additionally, amounts billed to customers related to shipping and handling are classified as revenue and the Company’s shipping and handling costs are included in costs of revenues as well as the Company’s contract with a customer for cloud-based temperature monitoring software. The customer paid their contract in advance and therefore revenue is earned monthly over the term of the contract.
Stock Warrants
During the first quarter ended March 31, 2025, the Company granted stock warrants to various individuals of the underwriting firm that assisted the Company with its initial public offering on February 4, 2025. The stock warrants were issued in lieu of cash for a portion of their services. There were no warrants issued during the second quarter ended June 30, 2026. The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments that would require classification as a liability under ASC 480, as well as whether the warrants qualify for equity classification or require liability classification after consideration of the guidance and criteria outlined in ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions that impact classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. As of June 30, 2026, the Company’s condensed consolidated balance sheet included equity classified warrants, reported as additional paid in capital.
The Company provides stock-based compensation to its employees and Board of Directors. The Company is required to exercise judgment and make estimates when determining the (i) fair value of each award granted and (ii) projected number of awards expected to vest. The Company calculates the fair value of all stock-based awards at the date of grant using the Black-Scholes option-pricing model for stock options and Monte Carlo simulation model for market-based awards. The Company uses the straight-line method to amortize this fair value as compensation cost over the requisite service period. Any forfeitures are recognized as they occur.
| 10 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| Six Months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock Options | ||||||||
| Restricted Stock Awards | ||||||||
| Stock Warrants | ||||||||
| Total | ||||||||
Cost of Revenues
Our cost of revenue primarily includes the amounts paid to outside service providers, monitoring, direct and indirect labor, warehouse rent and other related expenses.
Advertising Expense
Advertising
costs primarily consist of trade shows, other promotional expenses and the cost to retain our marketing firm. Advertising costs are
expensed as incurred. Advertising expense for the three months ended June 30, 2026 and 2025 was $
Fair Value of Financial Instruments
The Company accounts for its derivative instruments in accordance with the provisions of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, which, among other things, establishes accounting and disclosure requirements for derivative instruments. The fair value of the instruments under ASC 820-10, Fair Value Measurement, which among other things provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurement) and the lowest priority to unobservable inputs (Level III measurements). The three levels of fair value hierarchy under ASC 820-10, Fair Value Measurement, are as follows:
Level I - Quoted prices are available in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level II - Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include: (1) Quoted prices for similar assets or liabilities in active markets; (2) Quoted prices for identical or similar assets or liabilities in inactive markets; (3) Inputs other than quoted prices that are observable; and (4) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability.
Level III - Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable and derivative liabilities.
The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments.
The derivative liability is valued using a Monte Carlo simulation model utilizing a variety of inputs and assumptions such as volatility, risk-free rates, volume weighted average price and cash flow assumptions. This is considered a Level III valuation technique. Please see Note 6, “Equity – Equity Line of Credit” for information on these assumptions and fair value of this derivative liability as of June 30, 2026.
| June 30, 2026 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liability at fair value | $ | $ | $ | $ | ||||||||||||
| Total liability measured at fair value | $ | $ | $ | $ | ||||||||||||
Deferred Revenue
Deferred revenue represents customer billings for services that are not yet rendered and is primarily related to customer invoices billed before services are rendered and for billings of annual or multi-year service contracts. As of June 30, 2026 and December 31, 2025, the Company has no deferred revenue that can be recognized over the next year.
| 11 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Tax
The Company provides for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to be in effect during the year in which the basis differences reverse. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
Leases
The Company’s leases predominantly relate to real estate equipment, such as vehicles and industrial equipment utilized in operations. Contracts are reviewed at inception to determine if the arrangement is a lease. The Company generally enters into long-term real estate leases with one to ten-year terms. In the normal course of business, the Company also enters into short-term leases having terms of one year or less. These leases are generally equipment leases entered into for short periods of time (e.g., daily, weekly, or monthly) to satisfy immediate and/or short-term operational needs of the business which can arise based upon the nature of particular services performed. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for these short-term leases. Operating leases with terms exceeding one year are recognized as ROU assets and lease liabilities and measured at the commencement date based on the present value of the future lease payments over the lease term. Certain of the Company’s real estate leases contain escalating future lease payments. Escalating lease payments that are based upon explicit amounts contained in the lease or an index (e.g., consumer price index) are included in the Company’s determination of future lease payments to determine the ROU asset and lease liability recognized at the commencement date. Any differences in the future lease payments from initial recognition are not anticipated to be material and will be recorded as variable lease cost in the period incurred. The variable lease cost will also include the Company’s portion of property tax, utilities, and common area maintenance. A significant portion of the Company’s real estate lease agreements include renewal periods at the Company’s option. The Company includes these renewal periods in the lease term only when renewal is reasonably certain based upon facts and circumstances specific to the lease and known by the Company. The Company uses its incremental borrowing rate available at the lease commencement date in determining the present value of future lease payments as the implicit rate is typically not readily determinable. For operating leases, lease cost is recognized on a straight-line basis over the lease term and is included in cost of revenues or selling, general and administrative expenses depending on the use of the asset. As of June 30, 2026 and December 31, 2025, the Company did not have any leases that were classified as finance leases.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about certain types of costs and expenses in the notes to the financial statements. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively, with the option to apply them retrospectively. We are currently evaluating the impact of the new standard’s disclosure requirements on our financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods. The Company adopted ASU 2025-05 for the fiscal year and interim period beginning January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting – Narrow-Scope Improvements,” which is intended to improve the navigability of previous guidance and clarify when that guidance is applicable. Among other items, it establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The guidance may be applied retrospectively or prospectively and will be effective for the Company for interim periods beginning in fiscal year 2028. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our consolidated financial statements.
| 12 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - ACCRUED EXPENSES
Accrued expenses consist of the following:
| (Unaudited) | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Payroll and related costs | $ | $ | ||||||
| Credit card | ||||||||
| Professional Fees | ||||||||
| Insurance | ||||||||
| Storage | ||||||||
| Rent | ||||||||
| Other | ||||||||
| $ | $ | |||||||
NOTE 4 – RELATED PARTY TRANSACTIONS
Business Partner
Health
Hero America (“HHA”) is a related party by virtue of common ownership of the Company. There were no transactions with
the related party during the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company provided certain labor services to HHA and recognized service revenue amounting to $
Cold
Chain Delivery Systems (“CCDS”), who is a related party by virtue of common ownership of the Company. There were no transactions
with the related party during the three and six months ended June 30, 2026 and 2025. As of June 30, 2026, and December 31, 2025, the
Company has $
Outlaw
Run Ranch (“ORR”) is a related party by virtue of common ownership of the Company. The Company pays $
Warehouse
Asset Management is a related party by virtue of common ownership. The Company leases its headquarters, warehouse, other warehouse equipment
and a box truck for $
During the three months ended March 31, 2025 the Company awarded stock options to the CEO’s son as compensation for services rendered in a prior period and is subject to the same vesting condition as the Company’s other stock option awards. stock options have vested and are fully exercisable as of June 30, 2026 and remain unvested. The key terms and fair value inputs and assumptions utilized for this stock option are disclosed in Note 7. The Company recognized $ as an expense for the three months ended June 30, 2026 and 2025. The Company recognized $ and $ as an expense for the six months ended June 30, 2026 and 2025, respectively.
Monarch
Property Management is a related party by virtue of common ownership of the Company. The Company paid for certain legal expenses,
which amounted to $
The Company has performed an analysis under ASC 810 and has determined that the afore-mentioned related parties do not qualify as a Variable Interest Entity and therefore those entities were not consolidated in the preparation of the accompanying financial statements.
| 13 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - SEGMENTS
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) to make decisions with respect to resource allocation and assessment of performance. To date, the Company has viewed its operations and manages its business as one operating segment. The results of its operating segment are reviewed monthly by the Company’s Chief Executive Officer and President, who has been identified as the CODM.
The CODM regularly assesses the performance of the single operating segment and reporting segment and decides how to allocate resources based on net income calculated on the same basis as net income reported in the Company’s statements of operations. The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company’s statements of operations.
NOTE 6 - EQUITY
During
February 2025, we completed our initial public offering (“IPO”) of shares of common stock at a price of $ per
share, generating gross proceeds of $
During
the six months ended June 30, 2026, we did not issue any additional shares of common stock in public offerings. However, during the period,
we issued
As
of June 30, 2026, the Company had the following equity awards outstanding: RSUs:
vested RSUs for the six months ended June 30, 2026 in total
out of the total .
Performance based RSUs:
and market based RSUs: .
Stock Options:
options outstanding. Underwriter Warrants:
| 14 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - EQUITY (CONTINUED)
Equity Line of Credit (ELOC)
On
July 24, 2025, the Company entered into an ELOC Purchase Agreement (“Equity Line of Credit,” or the “ELOC Facility”)
with an investor, whereby the Company has the right, but not the obligation, to sell to the investor therein, up to an aggregate of $
During the six months ended June 30, 2026, the Company issued shares of common stock pursuant to the Equity Line of Credit (“ELOC”) facility in connection with both current-period drawdowns and the final settlement of ELOC activity initiated in a prior period.
In January 2026, the Company issued shares of common stock as final settlement shares related to an ELOC raise initiated during the third quarter of 2025. These shares were issued pursuant to the contractual settlement provisions of the ELOC facility and did not result in additional cash proceeds during the current period.
On
March 10, 2026, the Company entered into an amendment to its ELOC Facility wherein it extended the maturity to April 1, 2027. Additionally,
certain amendments to the measurement period and the settlement price from
The Company will control the timing and amount of any sales of shares of common stock to Investor. Actual sales of shares of common stock to Investor as a drawdown under the ELOC Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.
The
Company has the right to terminate the ELOC Facility at any time after the Commencement Date, for any reason or for no reason by delivering
notice to the Investor electing to terminate the agreement without any liability except in the event the Company has sold less than $
The ELOC Facility contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
| 15 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - EQUITY (CONTINUED)
The Company accounted for its ELOC Facility as a purchased put option and is either equity-classified or liability-classified instruments based on an assessment of the agreement’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the purchased put option is a freestanding financial instrument that would require classification as a liability under ASC 480, as well as whether the purchased put option would qualify for equity classification or require a liability classification after consideration of the guidance and criteria outlined in ASC 815, including whether the purchased put option are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions that impact classification. The Company also assessed embedded features in the ELOC Facility under the ASC 480 and ASC 815 guidance, management believed that these embedded features were not freestanding and are clearly and closely related to the host contract and as such do not require bifurcation from the purchased put option. This assessment, which requires the use of professional judgment, is conducted at the time of agreement. The Company assessed that the purchased put option is not under the scope of ASC 480 but is a derivative liability under ASC 815 as it does not meet the scope exception, indexation guidance and equity classification criteria under ASC 815 due to certain variability to the settlement price. As such, the Company accounted for the purchased put option as a derivative liability recognized at fair value at the inception date and each reporting period.
The fair value of the purchased option was estimated on the date of agreement using Monte Carlo Simulation Model with the following assumptions at each measurement date:
| Inception Date | June 30, 2026 | |||||||
| Expected life (in years) | ||||||||
| Expected stock price volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Stock Price | ||||||||
The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of purchased put option. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the purchased option. The expected life was calculated using the terms of the ELOC Facility.
The
Company recognized the fair value of the purchased put option as of June 30, 2026, in its balance sheet under the caption, “Derivative
Liability.” The change in the fair value of the Derivative Liability during the six months ended June 30, 2026, was $
| June 30, 2026 | December 31, 2025 | |||||||
| Derivative liability at fair value – beginning balance | $ | $ | ||||||
| Recognition of derivative liability arising from ELOC facility | ||||||||
| Changes in fair value of derivative liability during the period | ( | ) | ||||||
| Derivative liability at fair value – ending balance | $ | $ | ||||||
Registration Rights Agreements
In connection with the ELOC Facility, the Company also granted the Investor certain registration rights for shares of common stock issuable within the ELOC Facility, including (a) the ability of a holder to request that the Company file a Form S-1 registration statement; (b) the ability of a holder to request that the Company file a Form S-3 registration statement with respect to outstanding registrable securities if at any time the Company is eligible to use a Form S-3 registration statement; and (c) certain piggyback registration rights related to potential future equity offerings of the Company, subject to certain limitations.
On August 24, 2025, the Company filed a registration statement on Form S-1 related to the resale, from time to time, of up to shares of Common Stock in connection with the ELOC Facility. The Registration Statement on Form S-1 was declared effective September 22, 2025.
| 16 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - EQUITY (CONTINUED)
ATM Offering Program
On
May 26, 2026, the Company entered into an At-The-Market (“ATM”) Issuance Sales Agreement, pursuant to which the Company
may offer and sell shares of its common stock having an aggregate offering price of up to $
In
connection with the establishment of the ATM program, the Company incurred approximately $
Overview
The Company grants share-based compensation awards to the Company’s employees as provided by the 2024 Equity Incentive Plan (“2024 Plan”), which was approved by the Company’s stockholders on October 24, 2024. The 2024 Plan provides that grants may be in any of the following forms: incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. The 2024 Plan will be administered and interpreted by the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine the individuals to whom grants will be made under the 2024 Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2024 Plan) and deal with any other matters arising under the 2024 Plan. All the employees of the Company and its subsidiaries are eligible for grants under the 2024 Plan. Non-employee directors and consultants of the Company are also eligible to receive grants under the 2024 Plan.
The Company has reserved shares of common stock for the granting of such awards. During the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $ and $, respectively. During the three and six months ended June 30, 2025, the Company recognized share-based compensation expense of $ and $, respectively. As of June 30, 2026, the Company has recognized $ in share-based compensation expense since initial issuance in February 2025. Share-based compensation expense is recorded in selling, general and administrative expenses on the condensed consolidated statement of operations.
| 17 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - SHARE BASED COMPENSATION (CONTINUED)
Stock Options
During the six months ended June 30, 2026, the Company granted non-statutory stock options to an executive employee, pursuant to their employment agreement. As of June 30, 2026, of the options have vested, with the remaining options vesting in equal quarterly installments over a 12-month period by March 31, 2027. The options were granted under the Company’s equity incentive plan and are subject to the same terms and conditions, including forfeiture provisions, as the Company’s other stock option awards. The award is included in the stock option activity tables presented below.
During the six months ended June 30, 2026, a certain former employee of the Company forfeited all of their remaining unvested options. As the Company has elected to record forfeitures as they occur, the Company recognized a related reversal of its previously recognized compensation expense for unvested stock option awards of $ as a reduction to stock compensation expense for the period.
| Number of Awards | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2026 | ||||||||||||||||
| Granted | $ | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||||
| Outstanding and Exercisable | ||||||||||||||||
| 2026 | 2025 | |||||||
| Expected life (in years) | ||||||||
| Expected stock price volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend rate | % | % | ||||||
The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the stock options. The expected life for the stock options granted was calculated using the midpoint assumption equal to the time from the grant date to the midpoint of the weighted average vesting date and the expiration date. The Company does not currently pay dividends on its common stock nor does it expect to in the foreseeable future.
The weighted average grant date fair value of options granted during the six months ended June 30, 2026 was $ per share. As of June 30, 2026, there was $ of unrecognized expense for unvested stock options that is expected to be recognized over a weighted average period of year. During the three months ended June 30, 2026 and June 30, 2025, the Company recognized share-based compensation expense of $ and $, respectively. During the six months ended June 30, 2026 and June 30, 2025, the Company recognized share-based compensation expense of $ and $, respectively. These amounts are recorded in selling, general and administrative expenses on the condensed consolidated statement of operations.
Performance-Based Awards
During the six months ended June 30, 2025, the Company granted performance-based stock awards to its Chief Executive Officer. The grant date fair value was $ per share. The vesting is subject to the Company meeting certain business and financial goals by October 15, 2026. As of June 30, 2026, none of the performance-based awards were probable of vesting and thus no expense was recognized during the three and six months ended June 30, 2026 and 2025.
| 18 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - SHARE BASED COMPENSATION (CONTINUED)
Market-Based Awards
During the six months ended June 30, 2025, the Company granted market-based stock awards to its Chief Executive Officer. The weighted average grant date fair value was $ per share, which was calculated using a Monte Carlo simulation model. The vesting is subject to the Company meeting certain market-based targets by October 15, 2026. The Company recognized $ and $ of expense during the three and six months ended June 30, 2026. The Company recognized $ and $ of expense during the three and six months ended June 30, 2025.
| Grant Date | ||||
| Derived service period (years) | – | |||
| Dividend rate | % | |||
| Risk-free interest rate | % | |||
| Expected stock price volatility | % | |||
The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the market-based awards. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the market-based awards. The expected life for the market-based awards granted was calculated using the midpoint assumption equal to the time from the grant date to the midpoint of the weighted average vesting date and the expiration date. The Company does not currently pay dividends on its common stock nor does it expect to in the foreseeable future.
| Performance-Based | Market-Based | |||||||||||||||
| Number of Awards | Weighted- Average Grant Date Fair Value | Number of Awards | Weighted- Average Grant Date Fair Value | |||||||||||||
| Outstanding at January 1, 2026 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Change in units based on performance | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Change in units based on performance | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| 19 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - SHARE BASED COMPENSATION (CONTINUED)
Restricted Stock Units
During the six months ended June 30, 2026, the Company granted restricted stock units (“RSUs”) to its Board of Directors. The RSUs were awarded at a price equal to the market price of the Company’s underlying common stock on the date of grant. One-fourth of the RSUs vests each calendar quarter of 2026. During the six months ended June 30, 2026, the Company recognized share-based compensation expense of $, which is recorded in selling, general and administrative expenses on the condensed consolidated statement of operations. A total of RSUs have fully vested as of June 30, 2026, resulting in the issuance of shares of common stock. A total of RSUs are expected to vest over the remainder of the year.
| June 30, 2026 | ||||||||
| Number of Awards | Weighted Average Grant Date Fair Value | |||||||
| Beginning balance | $ | |||||||
| Issued RSUs during the period | ||||||||
| Vested RSUs during the period | ( | ) | ||||||
| Remaining unvested RSUs | $ | |||||||
Stock Warrants
The grant date fair value of the Company’s stock warrants was $, which was calculated using the Black-Scholes Merton option-pricing model with the following assumptions:
February 2025 Grant Date | ||||
| Expected life (in years) | ||||
| Expected stock price volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend rate | % | |||
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Operating Leases
The
Company has various leases that expire between now and 2036. The Company’s right-of-use assets and lease liabilities primarily
represent lease payments that are fixed at the commencement of a lease and variable lease payments that are dependent on an index or
rate. Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable
period, including periods in which termination options are reasonably certain of not being exercised and periods in which renewal options
are reasonably certain of being exercised. The discount rate is determined using the Company’s estimated incremental borrowing
rate coinciding with the lease term at the commencement of a lease. The estimated incremental borrowing rate for the Company was determined
to be between
| 20 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)
Operating Leases (Continued)
On
October 21, 2024, the Company entered into a long-term lease agreement for corporate office space with a third party. This agreement
commenced on April 1, 2025, and requires payments of $
On
January 1, 2025, the Company entered into an amendment in its lease agreement with a third party wherein the Company is the lessee of
certain commercial property. The amendment commenced on January 1, 2025, and
On
March 20, 2025, the Company entered into an amendment in its long-term lease agreement with a related party wherein the Company is the
lessee of certain commercial property. The amendment commenced on April 1, 2025, and
| 21 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)
On
February 24, 2026, the Company entered into a renewal lease agreement for office and storage space located in Blanco, Texas. The lease
commenced on March 1, 2026 and expires on
| Six Months Ended | ||||||||
| Lease cash flow information: | June 30, 2026 | June 30, 2025 | ||||||
| Cash flows for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Lease incentives reimbursement | ||||||||
| Summary of lease-related assets and liabilities: | June 30, 2026 | December 31, 2025 | ||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Net operating ROU assets | $ | $ | ||||||
| Current operating liabilities | $ | $ | ||||||
| Noncurrent operating lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Maturity of lease liabilities | June 30, 2026 (Unaudited) | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total future undiscounted lease payments | ||||
| Less: interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| 22 |
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)
Legal Proceedings
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.
During
May 2024, the Company was sent a demand letter alleging that the company breached the terms of a Customer Service Agreement with one
of its vendors that it previously did business with during a prior year. The vendor alleges that the Company improperly terminated the
agreement without proper notice and therefore owes it $
During
the six months ended June 30, 2026, the Company finalized a settlement with its former executive related to previously existing claims.
The settlement resulted in a payment of $
Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events that occurred after June 30, 2026, through August 14, 2026.
On July 16, 2026, the Company entered into a strategic partnership agreement with Alabama State University to collaborate on workforce development, applied research, internship programs, academic innovation, and other initiatives supporting pharmaceutical manufacturing, biotechnology, healthcare logistics, and related economic development activities associated with the Atlas Complex in Marion, Alabama. The agreement has an initial term of five years and establishes a framework for future collaborative activities, with each party generally responsible for its own costs unless otherwise agreed in separate arrangements. Management evaluated the agreement and determined that it did not result in any material financial commitments or obligations requiring recognition in the accompanying financial statements as of June 30, 2026.
There have been no other events or transactions during this time which would have a material effect on these consolidated financial statements.
| 23 |
PART II
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” refer to Callan JMB Inc.
Forward-Looking Statements
The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
Overview
Callan JMB is a vertically integrated logistics and fulfillment company which provides thermal management logistics solutions to the life sciences industry through a combination of proprietary packaging, information technology and specialized cold chain logistics knowhow. We provide a system that utilizes advanced predictive technology to revolutionize the supply chain by guaranteeing the safety, effectiveness, and potency of every product handled to ensure product integrity, and to provide immediate response in time-sensitive industries while ensuring environmental responsibility.
Strategy
Our strategy involves leveraging our core competitive strengths to develop and maintain ongoing relationships with a diversified group of customers while continuing to grow our service lines, ensuring that we can meet our customers’ changing needs. We strive to be recognized as the premier provider of logistics and fulfillment of a broad range of value-added services based upon the breadth of those services, quality, responsiveness, customer service, information technologies, safety, and cost effectiveness.
We view our solutions as disruptive to the “older technologies” of dry ice and liquid nitrogen, in that our solutions are comprehensive and combine our competencies in configurations that are customized to our client’s requirements. We provide comprehensive, reliable, economic alternatives to all existing logistics solutions and services utilized for frozen shipping in the life sciences industry (e.g., personalized medicine, cell therapies, stem cells, cell lines, vaccines, diagnostic materials, semen, eggs, embryos, cord blood, organs, bio-pharmaceuticals, infectious substances, and other commodities that require continuous exposure to cryogenic or frozen temperatures). As part of our services, we provide the ability to monitor, record and archive crucial information for each shipment that can be used for scientific and regulatory purposes.
Seasonality
Based on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the third and fourth calendar quarters and lowest in the first and second calendar quarters. These seasonal variations result in fluctuations in waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational costs.
| 24 |
Results of Operations
Three and Six Months Ended June 30, 2026, Compared to the Three and Six Months Ended June 30, 2025
The following table provides certain selected financial information for the periods presented:
| (Unaudited) | ||||||||||||||||
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Revenue | $ | 1,376,326 | $ | 1,666,309 | $ | (289,983 | ) | -17 | % | |||||||
| Cost of Revenue | 618,380 | 1,022,439 | (404,059 | ) | -40 | % | ||||||||||
| Gross Profit | $ | 757,946 | $ | 643,870 | $ | 114,076 | 18 | % | ||||||||
| Selling, General and administrative expenses | 2,104,592 | 2,050,410 | 54,182 | 3 | % | |||||||||||
| Loss from operations | $ | (1,346,646 | ) | $ | (1,406,540 | ) | $ | 59,894 | -4 | % | ||||||
| Other income (expense) | 119,557 | 2,042 | 117,515 | 5755 | % | |||||||||||
| Loss before income taxes | $ | (1,227,089 | ) | $ | (1,404,498 | ) | $ | 177,409 | -13 | % | ||||||
| Provision for income taxes | 4,834 | (3,102 | ) | 7,936 | -256 | % | ||||||||||
| Net loss | $ | (1,231,923 | ) | $ | (1,401,396 | ) | $ | 169,473 | -12 | % | ||||||
(Unaudited) | ||||||||||||||||
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Revenue | $ | 2,482,468 | $ | 3,115,687 | $ | (633,219 | ) | -20 | % | |||||||
| Cost of Revenue | 1,297,288 | 1,858,724 | (561,436 | ) | -30 | % | ||||||||||
| Gross Profit | $ | 1,185,180 | $ | 1,256,963 | $ | (71,783 | ) | -6 | % | |||||||
| Selling, General and administrative expenses | 4,233,015 | 3,901,878 | 331,137 | 8 | % | |||||||||||
| Loss from operations | $ | (3,047,835 | ) | $ | (2,644,915 | ) | $ | (402,920 | ) | 15 | % | |||||
| Other income (expense) | (1,394,002 | ) | 4,188 | (1,398,190 | ) | 33386 | % | |||||||||
| Loss before income taxes | $ | (4,441,837 | ) | $ | (2,640,727 | ) | $ | (1,801,110 | ) | 68 | % | |||||
| Provision for income taxes | 5,140 | 1,259 | 3,881 | 308 | % | |||||||||||
| Net loss | $ | (4,446,977 | ) | $ | (2,641,986 | ) | $ | (1,804,991 | ) | 68 | % | |||||
Revenue
Revenue for the three and six months ended June 30, 2026, was $1,376,326 and $2,482,468 respectively as compared to $1,666,309 and $3,115,687 for the three and six months ended June 30, 2025, a decrease of $289,983 and $633,219 respectively. This decrease was due to the decrease in demand for our emergency preparedness services by certain states and local governments.
| 25 |
Cost of revenue
Cost of revenue for the three and six months ended June 30, 2026, was $618,380 and $1,297,288, respectively, as compared to $1,022,439 and $1,858,724 for the three and six months ended June 30, 2025, respectively. The majority of the decrease in the cost of revenue is driven by the decrease in revenue for both comparative periods. The decrease in the comparative three-month period is also attributable to a $44,639 decrease in shippers and components costs and a $21,608 decrease in direct labor costs, partially offset by a $20,208 increase in repairs and maintenance expense. The decrease in the comparative six-month period is also attributable to a $244,296 decrease in direct labor costs, a $116,679 decrease in freight forwarding expense, a $107,215 decrease in shippers and components costs, and a $93,043 decrease in medical supplies expense.
Operating Expenses
Selling, General and Administrative Expenses
Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the three and six months ended June 30, 2026, were $2,104,592 and $4,233,015 respectively compared to $2,050,410 and $3,901,878 respectively for the three and six months ended June 30, 2025, an increase of $54,182 and $331,137 respectively. The increase in the comparative three-month period was primarily attributable to a $232,118 increase in legal expenses and a $66,711 increase in salaries and benefits, partially offset by a $123,366 decrease in accounting fees, a $36,013 decrease in bad debt expense, and a $34,038 decrease in marketing strategy expenses. The increase in the comparative six-month period was primarily attributable to a $274,411 increase in legal expenses, a $153,038 increase in accounting fees, a $147,260 increase in salaries and benefits, a $95,335 increase in rent expense, and a $71,928 increase in other operating costs, partially offset by a $187,944 decrease in marketing strategy expenses and a $91,201 decrease in other professional fees.
Other income (expense)
Other income (expense) for the three months ended June 30, 2026, was $119,557 and $2,042 for the three months ended June 30, 2025, resulting in an increase in other income of $117,515. Other income (expense) for the six months ended June 30, 2026, was $(1,394,002) and $4,188 for the six months ended June 30, 2025, resulting in an increase in other expense of $1,398,190. The key driver for the decrease relates to changes in the fair value of the ELOC facility as well as related expenses. Refer to the discussion under Note 6 “Equity” for further information on the ELOC Facility. The change in the fair value of the Derivative Liability during the three and six months ended June 30, 2026, was a decrease of $120,841 and an increase of $217,388, respectively. The Company also recognized other transaction expenses arising from the ELOC Facility of $1,177,223 during the six months ended June 30, 2026. Further, during the six months ended June 30, 2026, the Company finalized a settlement with its former executive related to previously existing claims, which resulted in a payment of $150,000, which was offset by an insurance recovery from the Company’s directors and officers insurance policy of $150,000.
Liquidity and Capital Resources
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements through a combination of cash on hand, cash flows from operations, and funding from various sources, including from the CEO. As of June 30, 2026, we had $860,273 cash and cash equivalents.
As of June 30, 2026, the Company had an accumulated deficit of $(14,706,991) and negative cash flow from operating activities of $(2,075,943) for the six months ended June 30, 2026. In addition, the Company incurred a net loss of $(4,446,977) for the six months ended June 30, 2026 and had cash and cash equivalents of $860,273 as of June 30, 2026. The Company has recurring losses, has not yet generated sufficient cash flows from operations to fund its activities, and expects to continue incurring operating losses and using cash in support of its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Accordingly, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
Since inception, the Company has funded its operations through operating cash flows, the ELOC Facility, and capital contributions or other funding from Mr. Williams. Management will continue to evaluate additional sources of capital, including equity and debt financings. However, the availability and terms of future financing are subject to market conditions, investor demand, and the Company’s operating performance, and there can be no assurance that additional capital will be available when needed or on acceptable terms
On April 7, 2026, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market. The Company submitted a compliance plan to Nasdaq and is working to regain compliance; however, there can be no assurance that the Company will regain compliance within any period granted by Nasdaq.
On June 29, 2026, the Company received an additional notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. The Company has until December 28, 2026 to regain compliance with the minimum bid price requirement. The notices have no immediate effect on the listing of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “CJMB.”
The Company is actively monitoring its compliance with Nasdaq’s continued listing requirements and evaluating alternatives to regain and maintain compliance. There can be no assurance that the Company will regain compliance with the applicable Nasdaq listing standards or otherwise maintain compliance with the continued listing requirements of The Nasdaq Capital Market.
| (Unaudited) | ||||||||||||
| For Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Cash used in operating activities | $ | (2,075,943 | ) | $ | (2,124,970 | ) | $ | 49,027 | ||||
| Cash used in investing activities | (69,481 | ) | (447,506 | ) | 378,025 | |||||||
| Cash provided by financing activities | 874,939 | 4,698,682 | (3,823,743 | ) | ||||||||
| Increase (decrease) in cash and cash equivalents | $ | (1,270,485 | ) | $ | 2,126,206 | $ | (3,396,691 | ) | ||||
| 26 |
Cash provided by (used in) operating activities
For the six months ended June 30, 2026, cash used in operating activities was $(2,075,943) compared to cash used in operating activities of $(2,124,970) during the six months ended June 30, 2025, a decrease of $49,027. This decrease was primarily due to a decrease in accounts receivable of $82,091, in addition to the balance of recovering from credit losses for $37,750 with resulting net change in accounts receivable of $119,841.
Cash provided by (used in) investing activities
For the six months ended June 30, 2026, cash used in investing activities was $(69,481) compared to $(447,506) for the six months ended June 30, 2025, a decrease of $378,025. The decrease is a result of leasehold improvements made to the new corporate office during 2025.
Cash provided by (used in) financing activities
During the six months ended June 30, 2026, cash provided by financing activities was $874,939 compared to $4,698,682 during the six months ended June 30, 2025, a decrease of $(3,823,743). Our financing activities for the six months ended June 30, 2026 compared to June 30, 2025 included an increase in proceeds from the offering of ELOC shares of $1,000,000, which is offset by prior year proceeds raised from IPO and overallotment of $4,680,013.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Under SEC rules and regulations, because we are considered to be a “smaller reporting company,” we are not required to provide the information required by this item in this report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2026, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were not effective. Management identified a material weakness on the timeliness and consistency of execution of oversight reviews and governance impacting the performance of certain internal control activities, which affected the Company’s ability to consistently achieve its control objectives. During the year ended December 31, 2025, the Company continued to develop and refine its disclosure controls and other procedures designed to ensure that information required to be disclosed in reports filed with the SEC is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms. In response to the identified ineffectiveness of controls, management has worked on enhancing oversight and governance processes, improving documentation of accounting policies and procedures, and engaged experienced third-party advisors to support GAAP compliance and financial reporting. While progress was made during the year ended December 31, 2025 and has continued through the six months ended June 30, 2026, remediation of the material weakness will not be considered complete until the redesigned controls have operated effectively for a sustained period and have been validated through testing.
| (b) | Changes in Internal Controls Over Financial Reporting |
There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 27 |
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the six months ended June 30, 2026, the Company finalized a settlement with its former executive related to previously existing claims with no financial impact. There currently is no material pending legal proceeding to which we are a party or to which any of our property is subject, and our management is not aware of any contemplated proceeding by any governmental authority against us. From time to time, we may become involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources, negative publicity, reputational harm, and other factors and there can be no assurances that favorable outcomes will be obtained.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sale of Unregistered Equity Securities
During the three and six months ended June 30, 2026 no unregistered sales of equity securities occurred.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
ITEM 6. EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. |
| 28 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CALLAN JMB INC. | ||
| By: | /s/ Wayne Williams | |
| Wayne Williams | ||
| Chief Executive Officer, President, and Chairman of the Board | ||
| SIGNATURE | TITLE | DATE | ||
| /s/ Wayne Williams | Chief Executive Officer, President | August 14, 2026 | ||
| Wayne Williams | (Principal Executive Officer) and Chairman of the Board | |||
| /s/ Christopher Shields | Interim Chief Financial Officer | August 14, 2026 | ||
| Christopher Shields | (Principal Financial and Accounting Officer) |
| 29 |