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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): August 14, 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 August 14, 2025, Callan JMB Inc., a Nevada corporation (the “Company”) announced its financial results for the second quarter ended June 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 August 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: August 14, 2025 | Callan JMB Inc. | |
| By: | /s/ Wayne Williams | |
| Name: | Wayne Williams | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Callan JMB Announces Second Quarter 2025 Financial Results and Provides Business Update
Formed a strategic partnership with Revival Health Inc. (“Revival”) to deliver fully integrated supply chain services and infrastructure to support both the importation and onshore manufacturing of health, wellness, and longevity products
Launched subsidiary in India and progressed to establish temperature-controlled warehouse for storage and distribution of pharmaceuticals at all temperature ranges
Extended long-term contract with City of Chicago and received increase in funding
Appointed Christopher Shields, former Assistant Commissioner of the Chicago Department of Public Health, as Senior Vice President, Emergency Preparedness & Response/Government Affairs
Supported Texas and New Mexico with measles outbreak response through redistribution of MMR II vaccines
SPRING BRANCH, Texas, August 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 second quarter ended June 30, 2025 and provided a business update.
“Callan JMB continues to solidify its position as a leading provider of specialized logistics solutions within high-growth opportunity markets, demonstrating our operational excellence through several key recent achievements,” commented Wayne Williams, CEO, Chairman & Founder of Callan JMB. “We were proud to form a strategic partnership with Revival to develop a broad supply platform for healthcare products, changing the way they are made available across the country. In July, we further expanded our market for global pharmaceutical cold chain logistics and clinical trial support by launching a subsidiary in India to establish temperature-controlled warehouses for storage and distribution. This international expansion positions us to import critical tissue samples for clinical trials and active pharmaceutical ingredients, helping address U.S. drug shortages.”
“Furthermore, we recently extended our emergency preparedness contract with the City of Chicago through June 2026 with $1.5 million in additional funding, bringing total contract value to $9.1 million. During the quarter, the Company appointed Christopher Shields as Senior Vice President, Emergency Preparedness & Response/Government Affairs, to grow our emergency preparedness & response operations into new U.S. cities, states, and other countries. We also successfully redistributed over 1,300 MMR II vaccine doses during the measles outbreak response with zero waste, showcasing our technological efficiency and sustainability credentials. Looking ahead, we remain focused on capitalizing on expansion opportunities within fast-growing industries, particularly GLP-1 pharmaceutical distribution, specialty compounding pharmacy logistics, and premium food packaging solutions. Callan JMB remains well-placed for sustained growth and market leadership through 2025,” added Mr. Williams.
Business Highlights:
| ● | Formed strategic partnership with Revival to create integrated supply chain infrastructure for health, wellness, and longevity products, combining cold chain logistics expertise with consumer health innovation for scalable distribution solutions. | |
| ● | Post quarter end 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. | |
| ● | In July, the City of Chicago extended Callan JMB’s emergency preparedness contract 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. | |
| ● | Appointed Christopher Shields, former Assistant Commissioner of the Chicago Department of Public Health, as Senior Vice President, Emergency Preparedness & Response/Government Affairs. | |
| ● | Successfully redistributed over 1,300 MMR II vaccine doses from Chicago to Texas and New Mexico during measles outbreak response using specialized cold chain reusable shippers with zero waste, demonstrating emergency response capabilities and sustainable logistics solutions. |
Financial Highlights for the Year Ended June 30, 2025:
| ● | Revenues for the three months and six months ended June 30, 2025 were $1.7 million and $3.1 million, respectively. The decrease year-over-year in revenue was due to the decline in demand for our emergency preparedness services by certain states and local governments. | |
| ● | Cost of revenues for the three months and six months ended June 30, 2025 were $1.0 million and 1.9 million, respectively. The decrease year-over-year in cost of revenue is in line with the decrease in revenues. | |
| ● | Gross profit for the three months and six months ended June 30, 2025 were $0.6 million and 1.3 million, respectively. | |
| ● | SG&A expenses for the three months and six months ended June 30, 2025 were $2.0 million and $3.9 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 and adding the Company’s CEO to payroll for the first time, along with other senior staff hires to support future growth. | |
| ● | Loss from operations for the three months and six months ended June 30, 2025 were $1.4 million and $2.6 million, respectively. | |
| ● | Cash and cash equivalents for the period ended June 30, 2025 were $4.2 million. | |
| ● | Subsequent to quarter end, the Company entered into an equity line of credit agreement with an investor for the right to sell up to $25 million of shares of the Company’s common stock. |
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
| June 30, 2025 (Unaudited) |
December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 4,224,151 | $ | 2,097,945 | ||||
| Accounts receivable, net of allowance for credit losses of $139,060 and $64,000, respectively | 614,211 | 622,914 | ||||||
| Inventory | 197,506 | 158,362 | ||||||
| Related party loans | - | 18,669 | ||||||
| Tax refund receivable | - | 6,377 | ||||||
| Prepaid insurance | 75,478 | 151,354 | ||||||
| Other current assets | 478,902 | 127,542 | ||||||
| Deferred offering costs | - | 136,025 | ||||||
| Total current assets | 5,590,248 | 3,319,188 | ||||||
| Right of use assets – operating lease | 2,127,646 | 883,029 | ||||||
| Property and equipment, net of accumulated depreciation of $685,103 and $608,703, respectively | 1,247,787 | 876,682 | ||||||
| Security deposit | - | 3,650 | ||||||
| Total assets | $ | 8,965,681 | $ | 5,082,549 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 430,859 | $ | 371,661 | ||||
| Accrued expenses | 518,776 | 506,381 | ||||||
| Corporate taxes payable | 30,508 | 23,000 | ||||||
| Deferred revenue | 2,018 | 94,097 | ||||||
| Operating lease liabilities – current | 329,278 | 279,176 | ||||||
| Total current liabilities | 1,311,439 | 1,274,315 | ||||||
| Operating lease liabilities – non-current | 1,828,955 | 628,274 | ||||||
| Deferred tax liabilities | - | 6,602 | ||||||
| Total long-term liabilities | 1,828,955 | 634,876 | ||||||
| Total liabilities | 3,140,394 | 1,909,191 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock - authorized 10,000,000 shares, $0.001 par value; zero issued and outstanding as of June 30, 2025 and December 31, 2024 | $ | - | $ | - | ||||
| Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,481,069 issued and outstanding as of June 30, 2025 and 3,000,000 December 31, 2024 | 4,482 | 3,000 | ||||||
| Additional Paid in Capital | 10,756,439 | 5,464,006 | ||||||
| Accumulated Deficit | (4,935,634 | ) | (2,293,648 | ) | ||||
| Total Stockholders’ Equity | 5,825,287 | 3,173,358 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 8,965,681 | $ | 5,082,549 | ||||
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Revenue | $ | 1,666,309 | $ | 1,985,768 | $ | 3,115,687 | $ | 3,776,289 | ||||||||
| Cost of revenue | 1,022,439 | 1,023,552 | 1,858,724 | 2,096,490 | ||||||||||||
| Gross profit | 643,870 | 962,216 | 1,256,963 | 1,679,799 | ||||||||||||
| Selling, general and administrative expenses | 2,046,537 | 1,095,639 | 3,901,878 | 1,900,681 | ||||||||||||
| Loss from operations | (1,402,667 | ) | (133,423 | ) | (2,644,915 | ) | (220,882 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income | 2,042 | 2,753 | 4,251 | 6,187 | ||||||||||||
| Interest expense | - | (1,806 | ) | (63 | ) | (4,914 | ) | |||||||||
| Total other income (expenses) | 2,042 | 947 | 4,188 | 1,273 | ||||||||||||
| Loss before income taxes | (1,400,625 | ) | (132,476 | ) | (2,640,727 | ) | (219,609 | ) | ||||||||
| Provision (benefit) for income taxes | (3,102 | ) | (20,000 | ) | 1,259 | (26,000 | ) | |||||||||
| Net loss | $ | (1,397,523 | ) | $ | (112,476 | ) | $ | (2,641,986 | ) | $ | (193,609 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 4,456,962 | 3,000,000 | 4,167,828 | 2,483,333 | ||||||||||||
| Net loss per common share - basic and diluted | $ | (0.31 | ) | $ | (0.04 | ) | $ | (0.63 | ) | $ | (0.08 | ) | ||||
CALLAN JMB INC.
(Formerly known as Coldchain Technology Services, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (2,641,986 | ) | $ | (193,609 | ) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | 76,401 | 72,428 | ||||||
| Provision (recoveries) for credit losses | (7,666 | ) | - | |||||
| Stock based compensation | 749,927 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 16,369 | 63,329 | ||||||
| Inventory | (39,144 | ) | (4,412 | ) | ||||
| Tax refund receivable | 6,377 | - | ||||||
| Other current assets | (271,834 | ) | 85,540 | |||||
| Operating lease liabilities | 6,166 | 1,952 | ||||||
| Accounts payable and accrued expenses | 71,593 | 282,352 | ||||||
| Deferred revenue | (92,079 | ) | (6,056 | ) | ||||
| Deferred tax liabilities | (6,602 | ) | - | |||||
| Corporate taxes payable | 7,508 | (26,000 | ) | |||||
| Net cash provided by (used in) operating activities | $ | (2,124,970 | ) | $ | 275,524 | |||
| Cash flows used in investing activity: | ||||||||
| Purchase of property and equipment | (447,506 | ) | (45,874 | ) | ||||
| Net cash used in investing activity | $ | (447,506 | ) | $ | (45,874 | ) | ||
| Cash flows from (used in) financing activities: | ||||||||
| Related party loans | 18,669 | (17,073 | ) | |||||
| Deferred offering costs | - | (65,000 | ) | |||||
| Partner distributions | - | (3,382,254 | ) | |||||
| Decrease in note payable | - | (73,222 | ) | |||||
| Proceeds from IPO and overallotment, net | 4,680,013 | - | ||||||
| Net cash provided by (used in) financing activities | $ | 4,698,682 | $ | (3,537,549 | ) | |||
| Increase (decrease) in cash and cash equivalents | 2,126,206 | (3,307,899 | ) | |||||
| Cash and cash equivalents at beginning of period | 2,097,945 | 5,155,620 | ||||||
| Cash and cash equivalents at end of period | $ | 4,224,151 | $ | 1,847,721 | ||||