Overview
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- TickerCJMB on Nasdaq1
- IndustryServices-Business Services, NEC1
- HeadquartersSpring Branch, Texas1
- Incorporated inNV2
- Business address244 Flightline Drive, Spring Branch, Tx 780702
- Filer category, Emerging growth company2
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Market Value Propositions and Flexibility : We provide our customers with a variety of services that allow for immediate flexibility.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Emergency Preparedness brought in 70% of the revenue CALLAN JMB INC. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Emergency Preparedness | $3.8M | $4.0M |
| Specialty Packaging | $2.8M | $1.7M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue30¢$3.6M
- Selling, general and admin70¢$8.6M
- Income tax0¢$3.0K
Out of $5.7M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $5.7M | $6.6M |
| Cost of revenue | $3.6M | $4.0M |
| Gross profit | $2.1M | $2.6M |
| Selling, general and administrative expenses | $8.6M | $4.8M |
| Impairment loss on property and equipment | $542.1K | |
| Loss from operations | -$7.0M | -$2.3M |
| Interest income | $8.7K | $11.9K |
| Interest expense | -$2.7K | -$5.4K |
| ELOC facility transaction expenses | -$569.6K | |
| Changes in fair value of derivative liability (see Note 8) | -$371.2K | |
| Total other income (expenses) | -$934.8K | $6.5K |
| Loss before income taxes | -$8.0M | -$2.3M |
| Provision (benefit) for income taxes | -$3.0K | $25.4K |
| Net loss | -$8.0M | -$2.3M |
| Weighted average common shares outstanding - basic | 4.4M shares | 2.6M shares |
| Weighted average common shares outstanding - diluted | 4.4M shares | 2.6M shares |
| Net loss per common share - basic | -$1.82 | -$0.87 |
| Net loss per common share - diluted | -$1.82 | -$0.87 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2025-07-31 | 2025-02-28 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $2.1M | $2.1M | |||
| Accounts receivable, net of allowance for credit losses of $61,675 and $64,000, respectively | $343.2K | $622.9K | |||
| Inventory | $243.3K | $158.4K | |||
| Related party loans | $18.7K | ||||
| Tax refund receivable | $6.4K | ||||
| Other current assets | $341.3K | $278.9K | |||
| Deferred offering costs | $188.8K | $136.0K | |||
| Total current assets | $3.1M | $3.3M | |||
| Right of use assets operating lease | $1.9M | $883.0K | |||
| Property and equipment, net of accumulated depreciation of $760,655 and $608,703, respectively | $799.5K | $876.7K | |||
| Security deposit | $3.6K | ||||
| Total assets | $5.8M | $5.1M | |||
| Accounts payable | $564.0K | $371.7K | |||
| Accrued expenses | $502.2K | $506.4K | |||
| Corporate taxes payable | $23.1K | $23.0K | |||
| Deferred revenue | $94.1K | ||||
| Right of use liability operating lease | $323.9K | $279.2K | |||
| Total current liabilities | $1.4M | $1.3M | |||
| Right of use liability operating lease | $1.7M | $628.3K | |||
| Derivative liability | $371.2K | ||||
| Deferred tax liabilities | $6.6K | ||||
| Total long-term liabilities | $2.0M | $634.9K | |||
| Total liabilities | $3.4M | $1.9M | |||
| 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 | $4.9K | $3.0K | |||
| Additional paid in capital | $12.6M | $5.5M | |||
| Accumulated deficit | -$10.3M | -$2.3M | |||
| Total stockholders equity | $2.3M | $3.2M | $8.8M | ||
| Total liabilities and stockholders equity | $5.8M | $5.1M | |||
| Allowance for credit losses | $61.7K | $64.0K | |||
| Accumulated depreciation | $760.7K | $608.7K | |||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, shares authorized | 190.0M shares | 190.0M shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares issued | 4.9M shares | 3.0M shares | |||
| Common stock, shares outstanding | 4.9M shares | 3.0M shares |
| Period ending | 2025-12-31 | 2025-07-31 | 2025-02-28 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $2.1M | $2.1M | |||
| Accounts receivable, net of allowance for credit losses of $61,675 and $64,000, respectively | $343.2K | $622.9K | |||
| Inventory | $243.3K | $158.4K | |||
| Related party loans | $18.7K | ||||
| Tax refund receivable | $6.4K | ||||
| Other current assets | $341.3K | $278.9K | |||
| Deferred offering costs | $188.8K | $136.0K | |||
| Total current assets | $3.1M | $3.3M | |||
| Right of use assets operating lease | $1.9M | $883.0K | |||
| Property and equipment, net of accumulated depreciation of $760,655 and $608,703, respectively | $799.5K | $876.7K | |||
| Security deposit | $3.6K | ||||
| Total assets | $5.8M | $5.1M | |||
| Accounts payable | $564.0K | $371.7K | |||
| Accrued expenses | $502.2K | $506.4K | |||
| Corporate taxes payable | $23.1K | $23.0K | |||
| Deferred revenue | $94.1K | ||||
| Right of use liability operating lease | $323.9K | $279.2K | |||
| Total current liabilities | $1.4M | $1.3M | |||
| Right of use liability operating lease | $1.7M | $628.3K | |||
| Derivative liability | $371.2K | ||||
| Deferred tax liabilities | $6.6K | ||||
| Total long-term liabilities | $2.0M | $634.9K | |||
| Total liabilities | $3.4M | $1.9M | |||
| 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 | $4.9K | $3.0K | |||
| Additional paid in capital | $12.6M | $5.5M | |||
| Accumulated deficit | -$10.3M | -$2.3M | |||
| Total stockholders equity | $2.3M | $3.2M | $8.8M | ||
| Total liabilities and stockholders equity | $5.8M | $5.1M | |||
| Allowance for credit losses | $61.7K | $64.0K | |||
| Accumulated depreciation | $760.7K | $608.7K | |||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, shares authorized | 190.0M shares | 190.0M shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares issued | 4.9M shares | 3.0M shares | |||
| Common stock, shares outstanding | 4.9M shares | 3.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$8.0M | -$2.3M |
| Provision (Recovery) for credit losses | $230.2K | -$131.0K |
| Depreciation and amortization | $152.0K | $143.7K |
| Changes in fair value of derivative liability | $371.2K | |
| Other non-cash expenses relating to ELOC Facility | $519.6K | |
| Stock based compensation | $1.6M | |
| Impairment loss on property and equipment | $542.1K | |
| Accounts receivable | $49.5K | $2.4M |
| Inventory | -$84.9K | -$43.6K |
| Tax refund receivable | $6.4K | -$6.4K |
| Other current assets | -$58.8K | -$42.9K |
| Operating lease liabilities | $45.2K | $15.5K |
| Accounts payable and accrued expenses | $188.2K | $462.0K |
| Deferred revenue | -$94.1K | $73.9K |
| Corporate taxes payable | $85 | -$44.0K |
| Deferred tax liabilities | -$6.6K | -$398 |
| Net cash provided by (used in) operating activities | -$4.5M | $540.4K |
| Purchase of property and equipment | -$616.9K | -$46.2K |
| Net cash used in investing activity | -$616.9K | -$46.2K |
| Related party receivable | $3.3K | |
| Related party loans | $18.7K | -$17.1K |
| Deferred offering costs | $136.0K | -$111.0K |
| Partner distributions | -$3.3M | |
| Net change note payable | -$98.8K | |
| Proceeds from IPO and overallotment, net | $4.5M | |
| Proceeds from offering of ELOC shares | $497.8K | |
| Net cash provided by (used in) financing activities | $5.2M | -$3.6M |
| Increase (decrease) in cash and cash equivalents | $32.8K | -$3.1M |
| Cash paid for interest | $2.7K | $5.4K |
| Initial recognition of derivative liability | $974.3K | |
| Right of use assets acquired and corresponding operating lease liability | $708.3K | |
| Right-of-use assets and corresponding lease liabilities due to lease modifications | $628.4K | $900.1K |
| Reduction in allowance for credit losses | $163.0K | |
| Membership exchange for common stock | $5.4M | |
| Fair value of Stock Warrants issued at IPO | $144.4K | |
| Deferred offering costs charged to additional paid-in-capital | $136.0K | |
| Par value of shares issued for restricted stock award units vesting | $75 | |
| Commitment shares adjustment to APIC | $78.0K | |
| Other non-cash ELOC expenses | $441.6K |
No quarter-by-quarter statement was filed.
Corporate structure
CALLAN JMB INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of CALLAN JMB INC.
- BARD ASSOCIATES INC Filed SCHEDULE 13G/A on CALLAN JMB INC., latest May 13, 2026 (4 filings since May 12, 2025)
- Ionic Ventures, LLC Filed SCHEDULE 13G/A on CALLAN JMB INC., latest May 14, 2025 (2 filings since Feb 10, 2025)
- CALLAN JMB INC. Spring Branch, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What CALLAN JMB INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $2.1M4 Dec 31, 2025 | $1.5M4 Dec 31, 2024 | +41.5% |
| Accumulated depreciation | $760.7K4 Dec 31, 2025 | $608.7K4 Dec 31, 2024 | +25.0% |
| Property and equipment, net | $799.5K4 Dec 31, 2025 | $876.7K4 Dec 31, 2024 | −8.8% |
| Operating-lease assets (leased space) | $1.9M4 Dec 31, 2025 | $883.0K4 Dec 31, 2024 | +117.2% |
Investments
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $243.3K4 Dec 31, 2025 | $158.4K4 Dec 31, 2024 | +53.6% |
| Raw materials | $243.3K4 Dec 31, 2025 | $158.4K4 Dec 31, 2024 | +53.6% |
Properties, in its own words
We do not own any real property. Our executive offices are located at 244 Flightline Drive, Spring Branch, Texas 78070 which we leased from a third party. We also have an office lease space at 524 Singing Oaks, Spring Branch, Texas 78070. We lease such property from a related party under a lease agreement that commenced on April 1, 2024, and expires on December 31, 2029, with a monthly base rent of $15,425. We also lease additional warehouse space from a related party under a lease agreement that expires on December 31, 2025, with respective monthly base rents of $7,500. Such lease was amended on March 20, 2025 to extend the term from December 31, 2025 to December 31, 2029, and increase the square footage of the leased property, a corresponding increase in monthly rent payments from $7,500 monthly to $9,800 monthly. In addition, we lease three other properties for warehousing and distribution purposes. Our aggregate current monthly rental expense is approximately $42,000.
Leased Properties
The rest of Item 2
Address · Gross floor area (square feet) · Use of the property
524 Singing Oaks, Spring Branch, Texas 78070 · 5,000 sq. ft. · Warehouse/Office
244 Flightline Drive, Spring Branch, Texas 78070 · 10,000 sq. ft. · Warehouse/Office
10130 SW North Dakota St., Tigard, Oregon 97223 · 4,800 sq. ft · Warehouse
1500 4th St., Unit #6, Blanco, Texas 78606 · 1,000 sq. ft. · Warehouse/Office
210 Kestral Drive, Spring Branch, Texas 78070 · 7,872 sq. ft. · Warehouse
16025 Farm to Market 32, Blanco, Texas 78606 · 8,500 sq. ft. · Warehouse
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led CALLAN JMB INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerWayne D. Williams Feb 12, 2025 to now8
- ChairWayne D. Williams Dec 12, 2025 to now9
- PresidentWayne D. Williams Feb 12, 2025 to now8
- Chief financial officerJeffrey Appleman Feb 12, 2025 to now10
Board members and other officers (7)
- Chief Medical OfficerDavid J. Croyle Feb 12, 2025 to now11
- Executive Vice PresidentEric L. Kash Feb 12, 2025 to now12
- Board memberEric L. Kash Feb 12, 2025 to now12
- Board memberGerald Dial Feb 12, 2025 to now13
- Board memberLiberty Smith Duke Feb 12, 2025 to now14
- Board memberMark Meller Feb 12, 2025 to now15
- Board memberWayne D. Williams Feb 12, 2025 to now8
Timeline
- Sep 1, 20268-K Executive or director change16
- Aug 31, 20268-K Entered a material agreement17
- Aug 24, 20268-K Entered a material agreement; Unregistered sale of shares18
- Aug 20, 20268-K Entered a material agreement; Unregistered sale of shares19
- Jul 2, 20268-K Listing notice or transfer20
- Jun 11, 20268-K Executive or director change21
- May 27, 20268-K Entered a material agreement22
- Apr 10, 20268-K Listing notice or transfer23
- Mar 31, 20268-K Results of operations24
- Mar 12, 20268-K Entered a material agreement25
- Jan 27, 20268-K Regulation FD disclosure26
- Dec 31, 20258-K Shareholder vote27
- Feb 12, 2025New chief executive Wayne D. Williams becomes CEO8
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202628
When it reported results
- Mar 31, 2026Reported quarterly or annual results24
- Nov 14, 2025Reported quarterly or annual results29
- Aug 14, 2025Reported quarterly or annual results30
- May 15, 2025Reported quarterly or annual results31
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
94 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 19 major events, 18 insider forms, 6 large holders, 44 other. The latest 20:
- Oct 2, 2026DEF 14C EDGAR
- Sep 16, 2026POS AM EDGAR
- Sep 11, 2026PRER14C EDGAR
- Sep 1, 20268-K EDGAR
- Aug 31, 20268-K EDGAR
- Aug 24, 20268-K EDGAR
- Aug 20, 20268-K EDGAR
- Aug 17, 2026PRER14C EDGAR
- Aug 14, 202610-Q EDGAR
- Jul 31, 2026PRE 14C EDGAR
- Jul 2, 20268-K EDGAR
- Jun 11, 20268-K EDGAR
- Jun 5, 2026EFFECT EDGAR
- Jun 3, 2026CORRESP EDGAR
- Jun 2, 2026UPLOAD EDGAR
- Jun 1, 20264 EDGAR
- May 27, 20268-K EDGAR
- May 26, 2026S-3 EDGAR
- May 26, 2026S-8 EDGAR
- May 15, 202610-Q EDGAR
The 94 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
15 open-market trades by officers, directors and large owners since October 2021: 15 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 20, 2026 | Croyle David JChief Medical Officer | Buy | 10,195 | $1.75 | $17.8K | Form 4 |
| Mar 6, 2026 | Croyle David JChief Medical Officer | Buy | 14,805 | $1.76 | $26.1K | Form 4 |
| Dec 30, 2025 | Dial GeraldDirector | Buy | 10,000 | $0.76 | $7.6K | Form 4 |
| Dec 30, 2025 | Dial GeraldDirector | Buy | 2,000 | $1.20 | $2.4K | Form 4 |
| Dec 16, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 5,000 | $1.73 | $8.7K | Form 4 |
| Dec 15, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 10,810 | $1.70 | $18.4K | Form 4 |
| Dec 12, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 4,926 | $1.75 | $8.6K | Form 4 |
| Dec 11, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 62 | $1.79 | $111 | Form 4 |
| Dec 11, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 30,856 | $1.65 | $50.9K | Form 4 |
| Dec 10, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 13,689 | $1.65 | $22.6K | Form 4 |
| Dec 9, 2025 | Duke Liberty SmithDirector | Buy | 612 | $1.52 | $930 | Form 4 |
| Dec 8, 2025 | Duke Liberty SmithDirector | Buy | 900 | $1.56 | $1.4K | Form 4 |
| Mar 27, 2025 | Croyle David JChief Medical Officer | Buy | 25,000 | $4.50 | $112.5K | Form 4 |
| Feb 5, 2025 | Williams Wayne DCEO, Chairman and President | Buy | 63,125 | $4.00 | $252.5K | Form 4 |
| Feb 5, 2025 | Croyle David JChief Medical Officer | Buy | 24,375 | $4.00 | $97.5K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- BARD ASSOCIATES INCSCHEDULE 13G/A, 4 filings May 12, 2025 to May 13, 202632
- Ionic Ventures, LLCSCHEDULE 13G/A, 2 filings Feb 10, 2025 to May 14, 202533
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Qsemble Capital Management, LP | 1,561 | $377.7K | 0.0% | −3,267 |
| Creative Planning | 255,693 | $205.6K | 0.0% | No change |
| Bard Associates Inc | 229,250 | $184.3K | 0.0% | −16,232 |
| Citadel Advisors LLC | 32,086 | $25.8K | 0.0% | New |
| Axxcess Wealth Management, LLC | 25,000 | $20.1K | 0.0% | New |
| Geode Capital Management, LLC | 15,672 | $12.6K | 0.0% | −7,297 |
| Financial Plan, Inc. | 13,500 | $10.9K | 0.0% | New |
| Citigroup Inc | 13,423 | $10.8K | 0.0% | New |
| HighTower Advisors, LLC | 12,500 | $10.1K | 0.0% | No change |
| XTX Topco Ltd | 11,287 | $9.1K | 0.0% | New |
| Vanguard Capital Management LLC | 6,664 | $5.4K | 0.0% | No change |
| UBS Group AG | 5,643 | $4.5K | 0.0% | +4,009 |
| Tower Research Capital LLC (TRC) | 434 | $349 | 0.0% | −1,636 |
| Barclays PLC | 1 | $1 | 0.0% | New |
| Caitong International Asset Management Co., Ltd | 1 | $1 | 0.0% | −1 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How CALLAN JMB INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCALLAN JMB INC.1
- CIK0002032545
- Employer ID (EIN)99-09311413
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)7389 Services-Business Services, NEC1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address244 Flightline Drive, Spring Branch, TX 780701
- Phone(830) 438-03951
- Shares outstanding5,752,368 as of Aug 12, 20267
- Public float$7.4M as of Jun 30, 20253
- AuditorRosenberg Rich Baker Berman, P.A., Somerset, New Jersey PCAOB ID 89; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceAug 5, 20241
- Filings94 in all: 8-K (19), 4 (11), CORRESP (8), 3 (7), UPLOAD (7), 10-Q (5), S-1/A (5), SCHEDULE 13G/A (4)1
All 28 form types
EFFECT (3), 10-K (2), DEF 14C (2), PRE 14C (2), PRER14C (2), S-1 (2), SCHEDULE 13G (2), 424B3 (1), 424B4 (1), 8-A12B (1), CERT (1), DEF 14A (1), DRS (1), DRS/A (1), DRSLTR (1), FWP (1), POS AM (1), PRE 14A (1), S-3 (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Dec 8, 2025
Latest 8-K (8-K) Sep 1, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.001 per share | CJMB | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks CALLAN JMB INC. names in Item 1A of its 10-K filed Mar 31, 2026: 45 risks under these headings, as written.3
- RISKS RELATED TO OUR COMPANY AND OUR BUSINESS
- Historically, we have incurred significant losses and we may continue to incur losses in the future.
- We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations. Contractual or legal restrictions applicable to our subsidiaries could limit payments or distributions from them.
- We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.
- Our business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell assets, incur debt, or sell equity on unfavorable terms.
- Decreased availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could impact our cost of operations and our profitability across business lines.
- Any one or more of these factors could adversely affect our business, financial condition and results of operations.
- We face risks and challenges associated with our cold chain logistics services, including environmental, health, safety and quality control issues and increasing costs in developing the business.
- We depend on the availability of certain component products used in our solutions; delays or increased costs in the procurement of components manufactured by third parties could adversely affect our business operations, financial performance and results of operations, and we may experience customer dissatisfaction and harm to our reputation.
- We will have difficulty increasing our revenues if we experience delays, difficulties or unanticipated costs in establishing the sales, marketing and distribution capabilities necessary to successfully commercialize our solutions.
- We may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties.
- Our products and services may expose us to liability in excess of our current insurance coverage.
The other 34 risks
- If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages.
- We are subject to concentration risk.
- We expect to base our equipment and inventory purchasing decisions on our forecasts of customers’ demand, and if our forecasts are inaccurate, our operating results could be materially harmed.
- If we experience delays or interruptions in shipping due to factors outside of our control, such disruptions could lead to customer dissatisfaction and harm our reputation.
- We may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration partners fund the development and commercialization of our products. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.
- We depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business.
- Our management team has limited experience managing a public company.
- The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
- We may acquire other businesses, products or technologies in order to remain competitive in our market and our business could be adversely affected as a result of any of these future acquisitions.
- We may not be able to compete with our competitors in the industry because many of them have greater resources than we do.
- We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements.
- Any insurance coverage we have might not be sufficient and uninsured losses may occur.
- Our customers could also become the target of litigation relating to the patent and other intellectual property rights of others.
- Changes in government regulation could adversely affect our business.
- We are subject to regulation by the U.S. Food and Drug Administration (“FDA”) and various state regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
- Complying with certain regulations that apply to shipments using our solutions can limit our activities and increase our cost of operations.
- We, along with our customers, are subject to various governmental regulations and international standards. Compliance with or changes in such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.
- We rely upon certain critical information systems, including our Sentry platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security.
- Cyberattacks, data incidents and breaches in the security of our information systems and networks and of the electronic and confidential information in our possession could materially adversely impact our business, financial condition and results of operations, in addition to our reputation and relationships with our employees, customers, suppliers and business partners.
- Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.
- We operate in a competitive industry and if we cannot compete effectively, we will lose business.
- Our agreements with global providers of shipping services may not result in a significant increase in our revenues or cash flow, soon or in the future.
- Our products and services may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, litigation and product recalls. These risks may be heightened when our products or services are used in connection with human reproductive medicine.
- Damage to our reputation could negatively impact our business, financial condition, and results of operations.
- Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
- RISKS RELATED TO REGULATORY ENVIRONMENT AND TAXATION
- We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes.
- We have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these estimates or judgments are incorrect, our operating results and financial condition may be materially affected.
- Changes in tax laws could have a material adverse effect on our business, financial condition and results of operations.
- Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value-added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
- General Risk Factors
- We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
- We do not intend to pay dividends for the foreseeable future.
- Future sales of a substantial number of our common stock or warrants by our existing stockholders could cause our stock price to decline.
- Our common stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”
- Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting changes or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.
Legal proceedings
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.
During May 2024, the Company was sent a demand letter alleging that the company breached the terms of a Customer Service Agreement with one of its vendors that it did business within a prior year. The vendor alleges that the Company improperly terminated the agreement without proper notice and therefore owes it $507,573. The Company responded to the vendor’s demand letter and asserts that it only owes the vendor the sum of $85,000 which is recorded as part of its accounts payable as of December 31, 2023. During February 2025, the parties agreed to settle the matter for $240,800. The Company as of December 31, 2024, increased its accrued expenses by $155,800 to reflect the settled amount and the $240,800 was paid on February 26, 2025.
The Company is also subject to litigation by its former employee where the ultimate disposition or resolution is uncertain. Management believes that as of December 31, 2025, material losses arising from this litigation are not probable.
Management is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARCALLAN JMB INC. filings on SEC EDGAR
- 2SEC EDGARCALLAN JMB INC. filings on SEC EDGAR
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- 4SEC EDGARCALLAN JMB INC. 10-K for fiscal 2025
- 5SEC EDGARCALLAN JMB INC. 10-K for fiscal 2023
- 6SEC EDGARCALLAN JMB INC. 10-Q for fiscal 2026
- 7SEC EDGARCALLAN JMB INC. 10-Q for fiscal 2026
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- 9SEC EDGARWayne D. Williams, Chair
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- 11
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- 13SEC EDGARGerald Dial, Board member
- 14SEC EDGARLiberty Smith Duke, Board member
- 15SEC EDGARMark Meller, Board member
- 16SEC EDGARExecutive or director change
- 17SEC EDGAREntered a material agreement
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- 19
- 20SEC EDGARListing notice or transfer
- 21SEC EDGARExecutive or director change
- 22SEC EDGAREntered a material agreement
- 23SEC EDGARListing notice or transfer
- 24SEC EDGARResults of operations
- 25SEC EDGAREntered a material agreement
- 26SEC EDGARRegulation FD disclosure
- 27SEC EDGARShareholder vote
- 28NasdaqNasdaq calendar
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