CALLAN JMB INC. 8-K

What Happened
Callan JMB Inc. (CJMB) announced on March 10, 2026 that it entered into Amendment No. 1 to its Common Stock Purchase Agreement with Hexstone Capital, LLC (originally dated July 24, 2025). The amendment extends the facility’s maturity date and changes pricing, measurement, and resale (leak-out) terms for future sales of the company’s common stock under the agreement. The shares issuable under the amended agreement are registered under the company’s effective Form S-1 registration statement; a prospectus supplement will be filed.

Key Details

• Amendment date: March 10, 2026; original Purchase Agreement dated July 24, 2025; investor: Hexstone Capital, LLC.
• Maturity Date extended to April 1, 2027.
• Regular Purchase Price revised to 95% of the lowest daily trading price during the applicable measurement period (reduced to 75% if the stock is suspended or delisted from the Principal Market).
• Measurement period: begins when Investor receives a Purchase Notice and ends when aggregate dollar trading volume equals five times the Purchase Amount, subject to a minimum of five trading days; volume counting starts the trading day after Investor receives Pre‑Settlement Regular Purchase Shares.
• Leak‑Out (resale) limit revised to the greater of $25,000 per trading day or 20.0% of the daily trading volume (as reported by Bloomberg).

Why It Matters
This amendment affects how and when CJMB can raise capital by selling common shares to Hexstone. Extending the maturity date gives the company more time to access the facility; the revised pricing (a discount to trading prices) and measurement rules determine the effective cost and timing of share issuances. The leak‑out limits govern how quickly Hexstone can resell shares into the market, which can influence short‑term trading liquidity and potential dilution. Because the shares are registered, future issuances under the amended agreement can be sold without additional registration delays once the prospectus supplement is filed.