Callan JMB Inc. Enters $75M Amended Equity Purchase Agreement

What Happened
Callan JMB Inc. (CJMB) announced on August 18, 2026 that it entered into a First Amended and Restated Purchase Agreement and a matching Amended Registration Rights Agreement with an investor, increasing its equity financing facility from $25 million to up to $75 million. The amended facility runs through the earlier of April 1, 2027 or when the investor has purchased $75 million of shares. The Company is not obligated to sell shares under the agreement.

Key Details

• Facility increase: up to $75,000,000 aggregate (previously $25,000,000).
• Purchase notices: Company may deliver Regular or Exemption Purchase Notices in amounts of $500,000 to $2,000,000 per notice.
• Pricing: Regular Purchases priced at 95% (75% if stock trading is suspended/delisted) of the lowest daily trading price during the measurement period; Exemption Purchases at 90% (80% if suspended/delisted). Pre-settlement Regular Purchase Shares are delivered within two trading days, calculated using 90% of the prior day’s closing sale price.
• Floor price: No Purchase Notices if Closing Sale Price is below $1.00.
• Ownership cap: Investor limited to 4.99% beneficial ownership.
• Termination fee: If the Company terminates the agreement after selling less than $7.5M (not due to the ownership cap), it must pay $250,000 in cash or stock.
• Registration rights: Company must file an initial Registration Statement within 30 days to cover the expanded registrable securities; failure to timely file or obtain effectiveness triggers issuance of 25,000 shares to the investor for each missed deadline.
• Securities issued under Section 4(a)(2) of the Securities Act (i.e., private placement).

Why It Matters
This amendment gives Callan JMB a much larger potential source of equity capital (up to $75M), which can be used to fund operations or growth without an immediate public offering. However, the facility allows the investor to buy shares at significant discounts to market prices (subject to floor and ownership limits), which could dilute existing shareholders if used. The registration rights mean additional shares will be registered for resale, potentially increasing supply in the market once registrable shares are registered and the registration statement becomes effective. Investors should watch for any Purchase Notices, actual share issuances, and the Company’s registration filings (or associated issuance of 25,000-share penalties) for near-term dilution impacts.