CALLAN JMB INC. 8-K

What Happened
Callan JMB Inc. (CJMB) announced on May 26, 2026 that it entered into an At‑The‑Market Issuance Sales Agreement with Alexander Capital, L.P. Under the agreement the company may offer and sell up to $5,000,000 aggregate offering price of its common stock from time to time in at‑the‑market offerings (including on Nasdaq or other trading venues). The shares to be sold will be issued under the Company’s Form S‑3 registration statement (File No. 333-296253) and related prospectus supplement dated May 26, 2026.

Key Details

• Agreement date: May 26, 2026; sales agent: Alexander Capital, L.P.
• Maximum offering amount: up to $5,000,000 of common stock (aggregate offering price).
• Agent fee: 3.0% commission on gross proceeds; company will reimburse certain agent expenses (counsel fees up to $50,000 initially, then up to $3,000 quarterly).
• Uses of proceeds: working capital and general corporate purposes; Alexander Capital is not required to sell any minimum amount and sales may include privately negotiated transactions with prior written approval.

Why It Matters
This gives CJMB a flexible way to raise capital as needed by selling shares into the market at prevailing prices. It can provide liquidity for operations or corporate needs without a firm upfront capital commitment, but any sales will dilute existing shareholders and will incur fees and reimbursable expenses. The agreement is cancellable by either party and does not obligate Alexander Capital to sell a specific amount, so actual fundraising will depend on market conditions and mutual agreement. The filing also includes forward‑looking statements, including references to Nasdaq compliance efforts.