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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on August 19, 2026, Callan JMB Inc. (the “Company”), together with its wholly owned subsidiary Callan Power LLC (“Buyer”), entered into an Asset Purchase and Sale Agreement (the “APA”) with Reger Oil, Inc. (“Seller”), pursuant to which Buyer agreed to acquire certain oil and gas assets from Seller.
In connection with the governance arrangements contemplated by the APA, on August 26, 2026, Mr. Mark Meller resigned from the board of directors of the Company, and from his positions as chair of the audit committee and member of the governance and compensation committee, effective immediately. Pursuant to the APA, and upon the closing thereof, the holders of a majority of the stated value of the Company’s Series A perpetual convertible preferred stock issued to Seller will nominate and elect a replacement director to fill the vacancy created by Mr. Meller’s resignation. If the transaction contemplated by the APA is not consummated, the remaining directors will fill Mr. Meller’s vacancy as provided in the Company’s bylaws.
Mr. Meller’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to submit a plan to regain compliance with the Stockholders’ Equity Requirement within 45 calendar days and the Company’s ability to regain compliance with the Stockholders’ Equity Requirement by the deadline imposed by Nasdaq.
These forward-looking statements reflect the Company’s current expectations and projections based on information available as of the date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, general economic, financial, and business conditions; the Company’s ability to successfully implement its strategic initiatives; supply chain disruptions; regulatory compliance and legal proceedings; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
The Company cautions investors that forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 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: September 1, 2026 | Callan JMB Inc. | |
| By: | /s/ Wayne Williams | |
| Name: | Wayne Williams | |
| Title: | Chief Executive Officer | |