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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): May 13, 2025
| Callan JMB Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-42506 | 99-0931141 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 May 15, 2025, Callan JMB Inc., a Nevada corporation (the “Company”) announced its financial results for
the first quarter ended March 31, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Chief Financial Officer
Effective as of May 13, 2025, the Company terminated Chief Financial Officer, Jeffrey A. Appleman, effective immediately. Mr. Appleman was terminated ‘for cause’ in accordance with the terms of his Employment Agreement dated October 1, 2024, as amended (the “Appleman Employment Agreement”). Mr. Appleman’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. Mr. Appleman will be entitled to any payments in connection with the termination of his employment, as provided for in and under the Appleman Employment Agreement. There are no family relationships between Mr. Appleman and any other director or officer of the Company. There are no transactions in which Mr. Appleman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Appointment of Interim Chief Financial Officer
On May 14, 2025, Shannon Badger, age 41, was appointed and named as the interim Chief Financial Officer of the Company, effective immediately. In this role, Ms. Badger will serve as the company’s principal financial officer, responsible for overseeing financial strategy, planning, and operations.
Ms. Badger, along with her new role with the Company, currently serves as Managing Partner of Badger CPA, a full-service accounting firm that she co-founded in 2014. Prior to founding Badger CPA, Ms. Badger served as Technical Accounting Manager at Tesoro Corporation, a Fortune 100 energy company, and also held finance and accounting roles at Kinder Morgan, Inc., and began her career as an auditor at Ernst & Young LLP. Beyond her executive and advisory roles, Ms. Badger is deeply engaged in community and industry leadership. She is the current President of the San Antonio chapter of the National Association of Women Business Owners (NAWBO), and serves on the boards of Aid the Silent and Daily Bread Ministries. Ms. Badger holds a Bachelor of Business Administration in Accounting and a Master of Science in Finance from Texas A&M University in College Station, Texas. She is a licensed Certified Public Accountant in the state of Texas.
The Company has yet to finalize an offer letter with Ms. Badger. There are no arrangements or understandings between Ms. Badger and any other persons pursuant to which she was appointed as the interim Chief Financial Officer of the Company. There are no family relationships between Ms. Badger and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Ms. Badger pursuant to Item 404(a) of Regulation S-K.
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 May 15, 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: May 15, 2025 | Callan JMB Inc. | |
| By: | /s/ Wayne Williams | |
| Name: | Wayne Williams | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Callan JMB Announces First Quarter 2025 Financial Results and Provides Business Update
Completed Initial Public Offering (IPO) on February
6, 2025, at $4.00 per Share for Gross Proceeds of Approximately $5.7 Million, Including Partial Exercise of Over-Allotment Option
SPRING BRANCH, Texas, May 15, 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 first quarter ended March 31, 2025 and is providing a business update.
“Callan JMB is establishing itself as the premier provider of advanced logistics and value-added fulfillment services across high-growth sectors,” stated Wayne Williams, CEO & Chairman of Callan JMB. “By leveraging our core competitive strengths, we are strategically scaling our proven business model into emerging markets where our expertise creates significant value. Our innovative solutions are disrupting traditional approaches by delivering customized configurations that precisely meet our client’s needs. We are actively pursuing growth opportunities in rapidly expanding markets, including GLP-1 pharmaceutical transportation, specialized compounding pharmacy logistics, and premium food packaging services. We are already engaged in promising discussions with potential partners in these sectors and look forward to sharing developments in the near future.”
“Simultaneously, we are executing a national expansion of our emergency preparedness and response operations. We have identified substantial growth potential in untapped metropolitan areas and states, and our recent appointment of Christopher Shields as Senior Vice President of Emergency Preparedness & Response/Government Affairs will accelerate our geographic expansion. Callan JMB is well positioned for sustained growth and market leadership as we progress through 2025,” concluded Mr. Williams.
Business Highlights to Date:
| ● | On February 6, 2025, completed IPO at $4.00 per share with gross proceeds of approximately $5.7 million, including partial exercise of over-allotment. | |
| ● | Announced the appointment of former Assistant Commissioner of the Chicago Department of Public Health, Christopher Shields, as Senior Vice President, Emergency Preparedness & Response/Government Affairs. | |
| ● | Requested by the State of Texas Department of Health and Human Services to be on standby in readiness to assist with the response to the recent outbreak of measles. | |
| ● | Renewed the Company’s arrangement with the Texas Department of State Health Services (DSHS) as the state transitions from heightened readiness to a sustainment phase following the COVID-19 pandemic. Callan JMB will provide ongoing updates on facility and personnel readiness while consulting with the DSHS to maintain alignment for potential future elevated status responses as part of its contract with the agency. | |
| ● | Granted a second five-year contract by the Oregon Health Authority for medical emergency preparedness and response services. The new contract includes Callan JMB’s services for storing and managing a broad inventory of medical countermeasures to meet all new threat assessments and event response missions in the State of Oregon. | |
| ● | Commenced a comprehensive lease program for vaccine management, enabling government agencies and private organizations to provide crucial immunizations without the financial burden of purchasing equipment outright. | |
| ● | Supported Health Hero Tennessee with its voluntary, statewide immunization initiative. |
Financial Highlights for the Year Ended March 31, 2025:
| ● | Revenue for the first quarter of 2025 of $1.45 million. The decrease in revenue this quarter was due to the decline in demand for our emergency preparedness services by certain states and local governments. | |
| ● | Cost of revenue for the first quarter of 2025 of $0.8 million. | |
| ● | Gross profit and gross profit margin for the first quarter of 2025 totaled $0.6 million and 42.5%, respectively. | |
| ● | SG&A expenses for the first quarter of 2025 were $1.9 million. The increase year-over-year was primarily driven by an increase in consulting and professional fees related to the Company’s IPO and adding the Company’s CEO to payroll for the first time, along with other senior staff hires to support future growth. | |
| ● | Operating income (loss) for the first quarter of 2025 was ($1.2) million. | |
| ● | Net income (loss) for the first quarter of 2025 was ($1.2) 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
CallanJMB@kcsa.com
212.896.1254
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED BALANCE SHEETS as of
March 31, 2025 (Unaudited) AND DECEMBER 31, 2024
| March 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 5,219,929 | $ | 2,097,945 | ||||
| Accounts receivable, net of allowance for credit losses of $129,606 and $64,000, respectively | 834,956 | 622,914 | ||||||
| Inventory | 216,046 | 158,362 | ||||||
| Related party loans | - | 18,669 | ||||||
| Tax refund receivable | - | 6,377 | ||||||
| Prepaid insurance | 350,845 | 151,354 | ||||||
| Other current assets | 180,328 | 127,542 | ||||||
| Deferred offering costs | - | 136,025 | ||||||
| Total current assets | 6,802,104 | 3,319,188 | ||||||
| Right of use asset | 799,739 | 883,029 | ||||||
| Property and equipment, net | 853,823 | 876,682 | ||||||
| Security deposit | - | 3,650 | ||||||
| Total assets | $ | 8,455,666 | $ | 5,082,549 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 389,941 | $ | 371,661 | ||||
| Accrued expenses – Note 5 | 390,461 | 506,381 | ||||||
| Corporate taxes payable | 27,106 | 23,000 | ||||||
| Deferred revenue | 5,045 | 94,097 | ||||||
| Right of use liability – current | 236,343 | 279,176 | ||||||
| Total current liabilities | 1,048,896 | 1,274,315 | ||||||
| Right of use liability | 592,587 | 628,274 | ||||||
| Deferred tax liability | 6,602 | 6,602 | ||||||
| Total long-term liabilities | 599,189 | 634,876 | ||||||
| Total liabilities | 1,648,085 | 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 March 31, 2025 and December 31, 2024 | - | - | ||||||
| Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,443,569 issued and outstanding as of March 31, 2025 and 3,000,000 December 31, 2024 | 4,444 | 3,000 | ||||||
| Additional Paid in Capital | 10,337,375 | 5,464,006 | ||||||
| Accumulated Deficit | (3,534,238 | ) | (2,293,648 | ) | ||||
| Total Stockholders’ Equity | 6,807,581 | 3,173,358 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 8,455,666 | $ | 5,082,549 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024 (Unaudited)
| Three months ended March 31, 2025 |
Three months ended March 31, 2024 |
|||||||
| Revenue | $ | 1,449,377 | $ | 1,790,521 | ||||
| Cost of revenue | 833,437 | 1,072,938 | ||||||
| Gross profit | 615,940 | 717,583 | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | 1,854,316 | 805,042 | ||||||
| Operating loss | (1,238,376 | ) | (87,459 | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | 2,209 | 3,433 | ||||||
| Interest expense | (63 | ) | (3,107 | ) | ||||
| Total other income (expenses) | 2,146 | 326 | ||||||
| Loss before income taxes | (1,236,230 | ) | (87,133 | ) | ||||
| Provision (benefit) for income taxes | 4,360 | (6,000 | ) | |||||
| Net loss | $ | (1,240,590 | ) | $ | (81,133 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 3,862,507 | 2,500,000 | ||||||
| Net loss per common share - basic and diluted | $ | ( 0.32 | ) | $ | (0.03 | ) | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
|
For the three months ended
|
For the three months ended
|
|||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (1,240,590 | ) | $ | (81,133 | ) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 37,857 | 35,578 | ||||||
| Provision (Recovery) for credit losses | (17,120 | ) | - | |||||
| Stock based compensation | 330,825 | - | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (194,922 | ) | (182,173 | ) | ||||
| Inventory | (57,684 | ) | (7,908 | ) | ||||
| Tax refund receivable | 6,377 | - | ||||||
| Prepaid insurance | (199,491 | ) | ||||||
| Other current assets | (52,785 | ) | 22,258 | |||||
| Right of use asset - net | 4,770 | 224 | ||||||
| Security Deposits and other assets | 3,650 | - | ||||||
| Accounts payable and accrued expenses | (97,639 | ) | 229,022 | |||||
| Deferred revenue | (89,052 | ) | (3,029 | ) | ||||
| Corporate taxes payable | 4,106 | (6,000 | ) | |||||
| Net cash provided by (used in) operating activities | (1,561,698 | ) | 6,839 | |||||
| Cash flows used in investing activities | ||||||||
| Purchase of property and equipment | (15,000 | ) | (44,656 | ) | ||||
| Net cash used in investing activities | (15,000 | ) | (44,656 | ) | ||||
| Cash flows from (used in) financing activities | ||||||||
| Related party loans | 18,669 | (17,073 | ) | |||||
| Deferred offering costs | - | (25,000 | ) | |||||
| Partner distributions | - | (3,382,253 | ) | |||||
| Increase (decrease) in note payable | - | (35,960 | ) | |||||
| Proceeds from IPO and overallotment, net | 4,680,013 | - | ||||||
| Net cash used in financing activities | 4,698,682 | (3,460,286 | ) | |||||
| Increase (decrease) in cash | 3,121,984 | (3,498,103 | ) | |||||
| Cash beginning of period | 2,097,945 | 5,155,620 | ||||||
| Cash end of period | $ | 5,219,929 | $ | 1,657,517 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | 63 | $ | 3,107 | ||||
| Supplemental Schedule of Non-Cash Financing and Investing Activities: | ||||||||
| Membership exchange for common stock | $ | - | $ | 5,413,007 | ||||
| Fair value of Stock Warrants issued at IPO | $ | 144,358 | $ | - | ||||
| Deferred offering costs charged to additional paid-in-capital | $ | 136,025 | $ | - | ||||