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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): November 1, 2025

 

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 2.02. Results of Operations and Financial Condition.

 

On November 14, 2025, Callan JMB Inc., a Nevada corporation (the “Company”) announced its financial results for the third quarter ended September 30, 2025. The full text of the press release (the “Press Release”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Registrant’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release of the Company dated as of November 14, 2025.
104   Cover Page Interactive Data File (embedded with 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: November 14, 2025 Callan JMB Inc.
     
  By: /s/ Wayne Williams
  Name: Wayne Williams
  Title: Chief Executive Officer
     

 

 

 

 

Exhibit 99.1

 

Callan JMB Announces Third Quarter 2025 Financial Results and Provides Business Update

 

Expanded the Company’s compliance-driven logistics platform into the food sampling industry

 

Entered agreement to install oral drug delivery equipment at Texas facility

 

Established a subsidiary in India and advanced plans for a temperature-controlled pharmaceutical storage and distribution warehouse

 

Extended the Company’s long-term contract with the City of Chicago through June 2026, including an increase in funding

 

Upgraded Sentry Monitoring System Technology with Sentry 4 for Mobile Temperature Monitoring

 

SPRING BRANCH, Texas, November 14, 2025 Callan JMB INC. (NASDAQ: CJMB) (“Callan JMB” or the “Company”), an integrative logistics company empowering the healthcare industry and emergency management agencies through fulfillment, storage, monitoring, and cold chain logistics services, today announced its financial results for the third quarter ended September 30, 2025, and is providing a business update.

 

“Callan JMB continues to execute with excellence across our core business lines, while also leveraging our key competencies to expand into target growth areas,” commented Wayne Williams, CEO, Chairman & Founder of Callan JMB. “We recently launched into the food sampling sector, as a natural extension of our core capabilities and part of our multi-variant strategic growth initiatives. We have also made progress to support the onshoring of logistics operations to the U.S. in the future, particularly for international companies operating in the pharmaceutical space. This month, we entered a preliminary agreement with a maker of an innovative drug delivery system to install its manufacturing equipment in our cGMP facility in Texas, while we negotiate further operational agreements. In July, we formed Callan JMB Services (India) Private Limited, with a planned temperature-controlled warehouse for storage and distribution of pharmaceuticals at all temperature ranges.”

 

“Our emergency preparedness business continues to perform well, with the City of Chicago extending our contract through June 2026 with an additional $1.5 million in funding, bringing the total contract value to $9.1 million and reinforcing our eight-year partnership. Finally, we enhanced our technology platform by upgrading our proprietary Sentry Monitoring System to version 4.0, transitioning from Java to HTML5 to provide healthcare facilities and emergency management agencies with seamless, device-agnostic access to critical temperature monitoring capabilities. These advancements reflect our commitment to delivering innovative solutions that meet evolving customer needs. As we close out 2025, we are focused on driving sustainable growth across our pharmaceutical logistics, emergency preparedness, and specialty distribution operations while pursuing strategic opportunities in complementary high-growth markets that build on our established skill set,” concluded Mr. Williams.

 

 

 

 

Business Highlights to Date:

 

  Post quarter-end, expanded reclamation operations into food sampling sector to advance the Company’s multi-variant strategic growth initiative and extend its compliance-driven logistics platform into an adjacent, high-growth market.
  In November, entered a preliminary agreement with the maker of an oral drug delivery system to install its innovative manufacturing equipment in Callan JMB’s cGMP facility in Texas, while the two companies negotiate operational agreements. This agreement is the latest step in several related initiatives that the Company is planning with global manufacturing leaders in the healthcare industry, including Revival Health.
  Launched Callan JMB Services (India) Private Limited with planned temperature-controlled warehouse in Pune, Maharashtra for pharmaceutical storage and distribution, already securing an agreement with Walker’s Pharmaceuticals Ltd. and working with additional Indian companies to facilitate U.S. market entry and manufacturing plant establishment.
  Extended the Company’s emergency preparedness contract with the City of Chicago extended Callan JMB’s through June 2026 with $1.5 million funding increase, bringing total contract value to $9.1 million and extending the seven-year partnership for continued management and distribution of health preparedness supplies.
  In October, upgraded the proprietary Sentry Monitoring System to version 4.0, transitioning from Java to HTML5 to enable healthcare facilities and emergency management agencies to monitor temperature-sensitive pharmaceutical storage from any web-enabled device without downloading additional software.

 

Financial Highlights for the Three- and Nine-Month Periods Ended September 30, 2025:

 

  Revenues for the three months and nine months ended September 30, 2025 were $1.4  million and $4.6  million, respectively. The decrease in year-over-year revenue was due to the seasonal decline in the demand for emergency preparedness services by certain states and local governments during the third quarter.
  Cost of revenues for the three months and nine months ended September 30, 2025 were $1.0  million and $2.8  million, respectively. The decrease in cost revenue is due to a decrease in labor and freight forwarding.
  Gross profit for the three months and nine months ended September 30, 2025 were $0.5  million and $1.8  million, respectively.
  SG&A expenses for the three months and nine months ended September 30, 2025 were $2.4  million and $6.3  million. The increase year-over-year was primarily driven by an increase in consulting, professional fees and marketing expenses related to the Company now being a public entity.
  Loss from operations for the three months and nine months ended September 30, 2025 were ($1.9 ) million and ($4.5 ) million, respectively.
  Cash and cash equivalents for the period ended September 30, 2025 were $2.8  million.

 

About Callan JMB Inc.

 

Callan JMB Inc. is an integrative logistics company empowering the healthcare industry and emergency management agencies through fulfillment, storage, monitoring, and cold chain logistics services to secure medical materials and protect patients and communities with compliant, safe, and effective medicines. Our combined expertise in supply chain logistics, thermodynamics, biologics, inventory management, regulatory compliance and emergency preparedness is unparalleled in the industry. We offer a gold standard in client experience with customizable interfaces, next-level reliability in shipping and environmental sustainability in our specialty packaging.

 

 

 

 

Forward-Looking Statement

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Registration Statement Under the Securities Act of 1933 on Form S-1, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.

 

Investor Contacts:

 

Valter Pinto, Managing Director

KCSA Strategic Communications

[email protected]

212.896.1254

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

September 30, 2025

(Unaudited)

   December 31, 2024 
Assets          
Current Assets:          
Cash and cash equivalents  $2,789,744   $2,097,945 
Accounts receivable, net of allowance for credit losses of $57,118 and $64,000, respectively   945,844    622,914 
Inventory   223,245    158,362 
Related party loans   -    18,669 
Tax refund receivable   -    6,377 
Prepaid insurance   29,893    151,354 
Other current assets   303,354    127,542 
Deferred offering costs   -    136,025 
Total current assets   4,292,080    3,319,188 
Right of use assets – operating lease   2,070,178    883,029 
Property and equipment, net of accumulated depreciation of $724,696 and $608,703, respectively   1,373,922    876,682 
Security deposit   -    3,650 
Total assets  $7,736,180   $5,082,549 
           
Liabilities and Stockholders’ Equity          
Current Liabilities:          
Accounts payable  $318,803   $371,661 
Accrued expenses   516,210    506,381 
Corporate taxes payable   30,501    23,000 
Deferred revenue   -    94,097 
Right of use liability – current   325,363    279,176 
Total current liabilities   1,190,877    1,274,315 
Right of use liability – non-current   1,745,610    628,274 
Derivative liability   624,041    - 
Deferred tax liabilities   -    6,602 
Total long-term liabilities   2,369,651    634,876 
Total liabilities   3,560,528    1,909,191 
Commitments and contingencies – Note 10          
Stockholders’ Equity          
Preferred stock - authorized 10,000,000 shares, $0.001 par value; zero issued and outstanding as of September 30, 2025 and December 31, 2024  $-   $- 
Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,623,027 issued and outstanding as of September 30, 2025 and 3,000,000 December 31, 2024   4,623    3,000 
Additional paid in capital   11,838,004    5,464,006 
Accumulated deficit   (7,666,975)   (2,293,648)
Total stockholders’ equity   4,175,652    3,173,358 
Total liabilities and stockholders’ equity  $7,736,180   $5,082,549 

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   Three months ended   Nine months ended 
   September 30, 2025   September 30, 2024   September 30, 2025   September 30, 2024 
Revenue  $1,446,917    1,435,376   $4,562,604    5,211,665 
Cost of revenue   953,610    970,931    2,812,334    3,067,421 
Gross profit   493,307    464,445    1,750,270    2,144,244 
Selling, general and administrative expenses   2,372,465    1,245,428    6,274,343    3,146,109 
Income (Loss) from operations   (1,879,158)   (780,983)   (4,524,073)   (1,001,865)
Other income (expenses)                    
Changes in fair value of derivative liability (see Note 8)   (624,041)   -    (624,041)   - 
Interest income   1,372    2,454    5,621    8,641 
Interest expense   (473)   (458)   (536)   (5,372)
Other expenses (see Note 8)   (229,041)   -    (229,041)   - 
Total other income (expenses)   (852,183)   1,996    (847,997)   3,269 
Income (Loss) before income taxes   (2,731,341)   (778,987)   (5,372,070)   (998,596)
Provision (benefit) for income taxes   -    26,000    1,257    - 
Net income (loss)  $(2,731,341)   (804,987)  $(5,373,327)   (998,596)
Weighted average common shares outstanding – basic and diluted (See Notes 3 and 4)   4,490,093    3,000,000    4,276,826    2,505,495 
Net loss per common share - basic and diluted (See Notes 3 and 4)  $(0.61)   (0.27)  $(1.26)   (0.40)

 

 

 

 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Nine months ended 
   September 30, 2025   September 30, 2024 
Cash flows from operating activities:          
Net income (loss)  $(5,373,327)  $(998,596)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:          
Stock based compensation   1,154,842    - 
Changes in fair value of derivative liability   624,041    - 
Depreciation and amortization   119,656    108,059 
Provision (recoveries) for credit losses   73,065    - 
Other expenses relating to ELOC Facility   179,041    - 
Reduction in allowance for credit losses by release of reserve for credit losses   -    (163,000)
Changes in operating assets and liabilities:          
Accounts receivable   (395,995)   1,803,724 
Inventory   (64,883)   7,086 
Tax refund receivable   6,377    - 
Other current assets   (50,701)   42,137 
Operating lease liabilities   (23,626)   9,394 
Accounts payable and accrued expenses   (43,029)   473,353 
Deferred revenue   (94,097)   (9,085)
Deferred tax liabilities   (6,602)   - 
Corporate taxes payable   7,501    (9,546)
Net cash provided by (used in) operating activities  $(3,887,737)  $1,263,526 
           
Cash flows used in investing activity:          
Purchase of property and equipment   (616,896)   (46,167)
Net cash used in investing activity  $(616,896)  $(46,167)
           
Cash flows from (used in) financing activities:          
Related party loans   18,669    61 
Deferred offering costs   136,025    (82,675)
Partner distributions   -    (3,382,253)
Decrease in note payable   -    (98,809)
Proceeds from IPO and overallotment, net   4,543,988    - 
Proceeds from issuance of shares under the ELOC Facility   497,750    - 
Net cash provided by (used in) financing activities  $5,196,432   $(3,563,676)
Increase (decrease) in cash and cash equivalents   691,799    (2,346,317)
Cash and cash equivalents at beginning of period   2,097,945    5,155,620 
Cash and cash equivalents at end of period  $2,789,744   $2,809,303