Form 8-K

8-K — CALLAN JMB INC.

Accession: 0001493152-26-014140

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0002032545

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 31,

2026

Callan

JMB Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42506

99-0931141

(State

or other jurisdiction

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 ☒

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.

March 31, 2026, Callan JMB Inc., a Nevada corporation (the “Company”) announced its financial results for the year

ended December 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

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 March 31, 2026.

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: March 31, 2026 Callan JMB Inc.

By: /s/

Wayne Williams

Name: Wayne

Williams

Title: Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Callan

JMB Reports Full Year 2025 Financial Results and Provides Business Update

The

Company Deepened its Government Relationships at Both State and Federal Levels, Particularly to Support Onshoring Initiatives, While

Reinforcing the Strength and Stability of Core Emergency Preparedness Operations

Built

Momentum Across Several Growth Initiatives with Healthcare and Food Manufacturing Partners

SPRING

BRANCH, Texas, March 31, 2026 — 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 full year ended December 31, 2025 and is providing shareholders

with a business update.

“Throughout

2025 and into the new year, while our emergency preparedness business has remained the core to our operations there are several critical

initiatives Callan JMB is actively pursuing with significant growth potential,” commented Wayne Williams, CEO, Chairman & Founder

of Callan JMB. “Our long history and established relationships across both the state and federal levels continue to be a driver

for us as potential partners seek out our knowledge and expertise. While we are focused on maintaining exceptional service levels in

emergency preparedness, we are also expanding our pharmaceutical logistics and specialty distribution operations, as well as advancing

U.S. onshoring initiatives. Callan JMB operates at the rigorous quality standards required for pharmaceutical distribution and our recent

partnership with Attune represents a meaningful acknowledgement of our leadership in this space.”

“As

we look ahead into the remainder of 2026, we are focused on strengthening our core infrastructure, scaling our readiness capabilities,

and advancing our strategic growth initiatives in high velocity sectors such as healthcare and food logistics. We are committed to long-term

shareholder value creation by building a resilient, mission-driven organization positioned at the center of critical healthcare and national

preparedness supply chains,” concluded Mr. Williams.

Business

Highlights to Date:

● Signed

a manufacturing oversight, federal deployment, and commercialization agreement of multi-asset

therapeutic pipeline with Biostax Corp d/b/a Attune Biotech Inc. (“Attune”),

a clinical-stage biopharmaceutical company with a diversified therapeutic pipeline, to serve

as independent third-party overseer of Attune’s manufacturing, quality assurance and

control, and deployment operations for Attune’s pipeline of multiple clinical and commercial-stage

assets whose focus is on addressing significant unmet medical needs.

● Advanced

multiple growth initiatives with global healthcare manufacturing leaders.

○ Established

a joint venture with Revival Health, to integrate logistics, shipping systems, bioservices,

and data infrastructure to support Revival Health’s imports and U.S.-based manufacturing.

○ Launched

Callan JMB Services (India) Private Limited with planned temperature-controlled warehouse

in Pune, Maharashtra for pharmaceutical storage and distribution.

○ Secured

an agreement with Walker’s Pharmaceuticals Ltd. and working with additional Indian

companies to facilitate U.S. market entry and manufacturing plant establishment.

○ 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.

● Strengthened

core emergency preparedness operations, further deepening both state and federal relationships.

○ Extended

emergency preparedness contract with the City of Chicago through June 2026 with $1.5 million

funding increase, bringing total contract value to $9.1 million.

○ Awarded

a second five-year contract by the Oregon Health Authority (OHA) for medical emergency preparedness

and response services.

○ Appointed

former Assistant Commissioner of the Chicago Department of Public Health, Christopher Shields,

as Senior Vice President, Emergency Preparedness & Response/Government Affairs.

○ Supported

Texas and New Mexico in the response to measles outbreak in each state by redistributing

doses of the MMR II vaccine from Chicago to their respective states.

○ Announced

a new comprehensive lease program for vaccine management that enables government agencies

and private organizations to provide crucial immunizations without the economic burden of

purchasing the necessary equipment outright.

○ Successful

administration of immunizations across 44 Tennessee counties through its partnership with

Health Hero Tennessee out of a dedicated operations center set up by Callan JMB.

● Entered

the food sampling sector by expanding the Company’s reclamation operations.

● Upgraded

the proprietary Sentry Monitoring System, 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 Full Year Ended December 31, 2025:

● Revenues

for the twelve months ended December 31, 2025, was $5.7 million compared to $6.6 million

for the twelve months ended December 31, 2024. The decrease in revenue was due to the decrease

in demand for our emergency preparedness services by certain states and local governments.

● Cost

of revenues for the twelve months ended December 31, 2025, was $3.6 million compared to

$4 million for the twelve months ended December 31, 2024. The decrease in cost of revenue

was primarily attributed to a decrease in revenue.

● Gross

profit for the twelve months ended December 31, 2025, was $2.1 million compared to $2.6 million

for the twelve months ended December 31, 2024.

● SG&A

expenses for the twelve months ended December 31, 2025, were $8.6 million compared to $4.8

million for the twelve months ended December 31, 2024. The increase was primarily driven

by increases in professional fees to support the Company’s initial public offering

and becoming a public entity, as well as increases in information technology support costs.

● Loss

from operations for the twelve months ended December 31, 2025, was $7.0 million compared

to a loss of $2.3 million for the twelve months ended December 31, 2024.

● Cash

and cash equivalents for the period ended December 31, 2025, were $2.1 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)

CONSOLIDATED

BALANCE SHEETS AS OF DECEMBER 31, 2025 and 2024

2025

2024

Assets

Current Assets:

Cash and cash equivalents

$ 2,130,758

$ 2,097,945

Accounts receivable, net of allowance for credit losses of $61,675 and $64,000, respectively

343,246

622,914

Inventory

243,285

158,362

Related party loans

18,669

Tax refund receivable

6,377

Other current assets

341,311

278,896

Deferred offering costs

136,025

Total current assets

$ 3,058,600

3,319,188

Right of use assets – operating lease

1,917,563

883,029

Property and equipment, net of accumulated depreciation of $760,655 and $608,703, respectively

799,538

876,682

Security deposit

3,650

Total assets

$ 5,775,701

$ 5,082,549

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$ 564,014

$ 371,661

Accrued expenses

502,183

506,381

Corporate taxes payable

23,085

23,000

Deferred revenue

94,097

Right of use liability – operating lease

323,935

279,176

Total current liabilities

1,413,217

1,274,315

Right of use liability – operating lease

1,663,229

628,274

Derivative liability

371,216

Deferred tax liabilities

6,602

Total long-term liabilities

$ 2,034,445

634,876

Total liabilities

$ 3,447,662

1,909,191

Commitments and contingencies – Note 7

Stockholders’ Equity

Preferred stock - authorized 10,000,000 shares, $0.001 par value; zero issued and outstanding as of December 31, 2025 and December 31, 2024

Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,858,663 issued and outstanding as of December 31, 2025 and 3,000,000 December 31, 2024

4,860

3,000

Additional paid in capital

12,583,193

5,464,006

Accumulated deficit

(10,260,014 )

(2,293,648 )

Total stockholders’ equity

$ 2,328,039

$ 3,173,358

Total liabilities and stockholders’ equity

$ 5,775,701

$ 5,082,549

The

accompanying notes are an integral part of these consolidated financial statements.

CALLAN

JMB INC.

(Formerly

known as Coldchain Technology Services, LLC)

CONSOLIDATED

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

2025

2024

Revenue

$ 5,723,178

$ 6,563,412

Cost of revenue

3,618,637

4,000,149

Gross profit

2,104,541

2,563,263

Selling, general and administrative expenses

8,597,032

4,838,077

Impairment loss on property and equipment

542,088

Income (Loss) from operations

(7,034,579 )

(2,274,814 )

Other income (expenses)

Interest income

8,691

11,904

Interest expense

(2,675 )

(5,372 )

ELOC facility transaction expenses

(569,552 )

Changes in fair value of derivative liability (see Note 8)

(371,216 )

Total other income (expenses)

(934,752 )

6,532

Income (Loss) before income taxes

(7,969,331 )

(2,268,282 )

Provision (benefit) for income taxes

(2,965 )

25,366

Net income (loss)

$ (7,966,366 )

$ (2,293,648 )

Weighted average common shares outstanding – basic and diluted (See Notes 3 and 4)

4,379,624

2,630,137

Net loss per common share - basic and diluted (See Notes 3 and 4)

$ (1.82 )

$ (0.87 )

The accompanying notes are an integral part of these consolidated financial

statements.

CALLAN

JMB INC.

(Formerly

known as Coldchain Technology Services, LLC)

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE YEARS ENDED DECEMBER 31, 2025 and 2024

2025

2024

Cash flows from operating activities:

Net loss

$ (7,966,366 )

$ (2,293,648 )

Adjustment to reconcile net loss to net cash provided by (used in) operating activities:

Provision (Recovery) for credit losses

230,190

(131,000 )

Depreciation and amortization

151,952

143,691

Changes in fair value of derivative liability

371,216

Other non-cash expenses relating to ELOC Facility

519,552

Stock based compensation

1,559,756

Impairment loss on property and equipment

542,088

Changes in operating assets and liabilities:

Accounts receivable

49,478

2,407,236

Inventory

(84,923 )

(43,623 )

Tax refund receivable

6,377

(6,377 )

Other current assets

(58,765 )

(42,909 )

Operating lease liabilities

45,180

15,514

Accounts payable and accrued expenses

188,155

461,958

Deferred revenue

(94,097 )

73,909

Corporate taxes payable

(44,000 )

Deferred tax liabilities

(6,602 )

(398 )

Net cash provided by (used in) operating activities

$ (4,546,724 )

$ 540,353

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 receivable

3,300

Related party loans

18,669

(17,073 )

Deferred offering costs

136,025

(111,025 )

Partner distributions

(3,328,254 )

Net change note payable

(98,809 )

Proceeds from IPO and overallotment, net

4,543,989

Proceeds from offering of ELOC shares

497,750

Net cash provided by (used in) financing activities

$ 5,196,433

$ (3,551,861 )

Increase (decrease) in cash and cash equivalents

32,813

(3,057,675 )

Cash and cash equivalents at beginning of period

2,097,945

5,155,620

Cash and cash equivalents at end of period

$ 2,130,758

$ 2,097,945

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 2,675

$ 5,372

Initial recognition of derivative liability

974,309

Right of use assets acquired and corresponding operating lease liability

$ 708,321

$ -

Right-of-use assets and corresponding lease liabilities due to lease modifications

$ 628,407

$ 900,133

Reduction in allowance for credit losses

$ 163,000

Membership exchange for common stock

$ -

$ 5,410,007

Fair value of Stock Warrants issued at IPO

$ 144,358

$ -

Deferred offering costs charged to additional paid-in-capital

$ 136,025

$ -

Par value of shares issued for restricted stock award units vesting

$ 75

$ -

Commitment shares adjustment to APIC

$ 78,000

$ -

Other non-cash ELOC expenses

$ 441,552

$ -

The accompanying notes are an integral part of these consolidated financial

statements.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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