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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 10, 2026

 

Callan JMB Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42506   99-0931141
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

244 Flightline Drive    
Spring Branch, Texas   78070
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (830) 438-0395

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   CJMB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, Callan JMB Inc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement, dated as of July 24, 2025 (the “Purchase Agreement”), with Hexstone Capital, LLC (the “Investor”), pursuant to which the Company, from time to time and at its discretion, may sell shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Investor, subject to certain limitations and conditions set forth in the Purchase Agreement.

 

On March 10, 2026, the Company and the Investor entered into Amendment No. 1 to the Purchase Agreement (the “Amendment”). The Amendment modifies the Purchase Agreement as follows:

 

  Maturity Date. The Maturity Date has been extended to April 1, 2027.
  Regular Purchase Price. The Regular Purchase Price has been revised to equal 95% of the lowest daily trading price of the Common Stock during the applicable Regular Purchase Measurement Period (reduced to 75% if the Common Stock is suspended from trading or delisted from the Principal Market following the Commencement Date).
  Regular Purchase Measurement Period. The measurement period now begins on the day the Investor receives the applicable Purchase Notice and ends on the Trading Day on which aggregate dollar volume of Common Stock traded on the Principal Market equals five times the Purchase Amount, subject to a five Trading Day minimum. Volume calculation commences on the Trading Day immediately after the Investor receives the Pre-Settlement Regular Purchase Shares, with days on which Purchase Shares cannot be delivered or are not freely tradeable excluded from the calculation.
  Leak-Out Provision. The Investor’s monthly resale limitation has been revised to the greater of (a) $25,000 per Trading Day and (b) 20.0% of the daily trading volume of the Common Stock as reported by Bloomberg, L.P. on the applicable Trading Day.

 

All other terms and conditions of the Purchase Agreement remain in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The shares of Common Stock issuable under the Purchase Agreement, as amended, are registered pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-289849). The Company intends to file a prospectus supplement relating to the transactions contemplated by the Amendment in accordance with the rules and regulations of the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.   Description
10.1   Amendment No. 1 to Purchase Agreement, dated as of March 10, 2026, by and between Callan JMB Inc. and Hexstone Capital, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 hereunto duly authorized.

 

Date: March 12, 2026 Callan JMB Inc.
     
  By: /s/ Wayne Williams
  Name: Wayne Williams
  Title: Chief Executive Officer

 

 

 

Exhibit 10.1

 

AMENDMENT TO PURCHASE AGREEMENT

 

This Amendment (the “Amendment”) to the Purchase Agreement dated as of July 24, 2025, (the “Purchase Agreement”) is made and entered into as of March 10, 2026 by and among Callan JMB Inc., (the “Company”) and the investor signatory to the Purchase Agreement (the “Investor”). The Company and the Investor are herein collectively referred to as the “Parties” with each individually being a “Party”.

 

WITNESSETH:

 

WHEREAS, the Parties entered into the Purchase Agreement; and

 

WHEREAS, the Parties desire to modify certain terms of the Purchase Agreement, all as more fully described herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1. Amendments.

 

a.Section 1(p) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

Maturity Date” means April 1, 2027.

 

b.Section 1(x) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

Regular Purchase Measurement Period” means the period starting on the day that the Investor receives the Purchase Notice and ending on the Trading Day upon which the aggregate dollar volume of the Common Stock traded on the Principal Market equals five (5) times the Purchase Amount, in the aggregate, subject to a five (5) Trading Day minimum; provided that the calculation of the dollar volume of the Common Stock traded on the Principal Market for purposes of this definition will begin on the Trading Day immediately after the day that the Investor receives the Pre-Settlement Regular Purchase Shares; provided, however, that each day on which (i) Investor has requested Purchase Shares which cannot be delivered to Investor or (ii) Purchase Shares are not free trading for any reason, shall be excluded from such calculation.”

 

c.Section 1(aa) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

Regular Purchase Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, 95% (or, if the Common Stock are suspended from trading or delisted from the Principal Market at any time after the Commencement Date, 75%) (the “RPP Percentage”) of the lowest daily trading price of the Common Stock during a Regular Purchase Measurement Period (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction that occurs on or after the date of this Agreement)”.

 

 

 

 

d.Section 1(p) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

Transaction Documents” means, collectively, this Agreement, as amended by that certain Amendment to Purchase Agreement, dated as of March 10, 2026, and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits thereto and each of the other agreements, documents, certificates, and instruments entered into or furnished by the parties hereto in connection with the transaction contemplated hereby and thereby.

 

e.The definition of “Exempt Issuance” in Section 5(l) is hereby amended and restated in its entirety as follows:

 

“ “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (c) Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Stock Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) any Common Stock or Convertible Securities by reason of a dividend, stock split, split-up or other distribution on Common Stock, (h) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in this Section 5(m), further provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (i) up to $5,000,000 in Common Stock pursuant to an “at-the-market offering” agreement with Alexander Capital L.P.”

 

 

 

 

f.Section 5(o) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

Leak Out. Investor will be limited to total monthly sales of Common Stock equal to the greater of: (a) $25,000 per Trading Day each month, and (b) an amount equal to 20.0% of the daily trading volume of the Common Stock as reported by Bloomberg, LP on such Trading Day. “

 

2. Reference to and Effect on the Agreement. Except as specifically modified or amended by the terms of this Amendment, the Purchase Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed. All references in the Purchase Agreement to itself shall be deemed references to the Purchase Agreement as amended hereby.

 

3. Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall be deemed to be one and the same instrument.

 

4. Governing Law. This Amendment shall be governed by the laws of New York in the same manner as set forth in Section 12(a) of the Purchase Agreement.

 

5. Successors and Assigns. This Amendment shall be binding upon the parties and their respective successors and assigns.

 

6. Headings. Headings in this Amendment are included for convenience of reference purposes only and shall not constitute a part of this Amendment for any other purpose.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first above written.

 

CALLAN JMB.  
     
By: /s/ Wayne Williams  
Name: Wayne Williams  
Title: Chief Executive Officer  

 

HEXSTONE CAPITAL, LLC

 

By: /s/ Brendan O’Neil  
Name: Brendan O’Neil  
Title: Manager