CALLAN JMB INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
CJMB$0.28-0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024076
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023475
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 34 previous paragraphs and 35 current paragraphs.
22 unchanged; 10 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Other income (expense) for the three and nine months ended September 30, 2025, was $(852,183) and $(847,997) respectively and for the three and nine months ended September 30, 2024, it was $1,996 and $3,269 respectively, resulting in observed changes of $(854,179) and $(851,266) respectively. The key driver for the decrease relates to expenses related to the ELOC Facility. Refer to the discussion under “Liquidity and Capital Resources” for further information on the ELOC Facility. The Company accounted its ELOC Facility as a purchased put option and as a derivative liability under ASC 815 as it does not meet the scope exception, indexation guidance and equity classification criteria under ASC 815. As such, the Company recognized the purchased put option as a derivative liability wherein it is recognized at fair value at each reporting period and changes to fair value are charged against the Company’s statement of operations. The initial fair value of purchased put option of $974,309 is charged against the Company’s statements of operations for the three months ended and nine month ended September 30, 2025 and is offset by the “Change in the Fair Value of the Derivative Liability” between inception date and September 30, 2025 of $350,268. Additionally, the Company also recognized other transaction expenses arising from the ELOC Facility of $229,041.
Current report
The Company controls the timing and amount of sales under the ELOC Facility, which automatically terminates upon reaching $25.0 million or the maturity date. The Company may terminate at any time. If less than $7.5 million has been sold, a $250,000 termination fee applies, payable in cash or stock. On August 24, 2025, the Company filed a Form S-1 registration statement for up to 6,000,000 shares related to the ELOC Facility, which became effective on September 22, 2025.
Current report
As of September 30, 2025, the Company has issued approximately 123,208 shares of Common Stock under the ELOC Facility for net proceeds of approximately $497,750.
Removed paragraphs (2)
Previous report
Other income (expense) for the three and six months ended June 30, 2025, was $2,042 and $4,188 respectively and for the three and six months ended June 30, 2024, it was $947 and $1,273 respectively, resulting in observed changes of $1,095 and $2,915 respectively. The increase for each period is a result of a decrease in interest expense.
Previous report
On July 24, 2025, CJMB, entered into a Purchase Agreement with a certain investor, whereby CJMB has the right, but not the obligation, to sell to the Investor, up to an aggregate of $25 million of shares of CJMB’s common stock, par value $0.001 per share, subject to the terms and conditions set forth therein.
Reworded paragraphs (10)
Previous wording
Three and Six Months Ended June 30, 2025, Compared to the Three and Six Months Ended June 30, 2024
Current wording
Three and Nine months ended September 30, 2025, Compared to the Three and Nine months ended September 30, 2024
Previous wording
Revenue for the three and six months ended June 30, 2025, was $1,666,309 and $3,115,687 respectively as compared to $1,985,768 and $3,776,289 for the three and six months ended June 30, 2024, a decrease of $(319,459) and $(660,602), respectively. This decrease was due to the decrease in demand for our emergency preparedness services by certain states and local governments.
Current wording
Revenue for the three and nine months ended September 30, 2025, was $1,446,917 and $4,562,604, respectively as compared to $1,435,376 and $5,211,665 for the three and nine months ended September 30, 2024, an increase of $11,541 and decrease of $(649,061), respectively. The decrease in revenue was due to the decrease in demand for our emergency preparedness services by certain states and local governments.
Previous wording
Cost of revenue for the three and six months ended June 30, 2025, was $1,022,439 and $1,858,724 respectively as compared to $1,023,552 and $2,096,490 for the three and six months ended June 30, 2024, respectively. The decrease in the comparative three month period is due to a $119,990 increase in storage fees offset by a $120,120 decrease in direct labor. The decrease in the comparative six month period is due to a $357,136 decrease in fees for service, a $99,337 decrease in labels, and a $48,930 decrease in freight forwarding offset by a $237,223 increase in storage fees.
Current wording
Cost of revenue for the three and nine months ended September 30, 2025, was $953,610 and $2,812,334 respectively as compared to $970,931 and $3,067,421 for the three and nine months ended September 30, 2024, respectively. The decrease in the comparative three month period is due to a $38,580 decrease in direct labor. The decrease in the comparative nine month period is due to a $192,855 decrease in freight forwarding.
Previous wording
Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the three and six months ended June 30, 2025, were $2,046,537 and $3,901,878 respectively compared to $1,095,639 and $1,900,681 respectively for the three and six months ended June 30, 2024, an increase of $950,898 and $2,001,197 respectively. The Company’s consulting and professional fees increased by $111,584 and $420,007 for the three and six months ended June 30, 2025 respectively, compared to the same period in 2024 as a result of hiring professionals to support our capital raising process for our initial public offering. The Company’s information technology support increased by $5,726 and $11,305 for the three and six months ended June 30, 2025, compared to the same period in 2024 as the result of the purchase of additional equipment and hosting software. The Company’s marketing and advertising increased by $164,013 and $357,764 for the three and six months ended respectively as on June 30, 2025, compared to the same period in 2024 as a result of hiring a marketing firm that specializes in pharma-based businesses, and the hiring an investor relations firm for our IPO.
Current wording
Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the three and nine months ended September 30, 2025, were $2,372,465 and $6,274,343, respectively, compared to $1,245,428 and $3,146,109 respectively for the three and nine months ended September 30, 2024, an increase of $1,127,037 and $3,128,234 respectively. The Company’s consulting and professional fees increased by $304,136 and $724,143 for the three and nine months ended September 30, 2025 respectively, compared to the same period in 2024 as a result of hiring professionals to support our capital raising process for our initial public offering and being a public entity. The Company’s information technology support increased by $31,306 and $20,001 for the three and nine months ended September 30, 2025, compared to the same period in 2024 as the result of the purchase of additional equipment and hosting software. The Company’s marketing and advertising increased by $358,074 and $310 for the three and nine months ended respectively as on September 30, 2025, compared to the same period in 2024 as a result of hiring a marketing firm that specializes in pharma-based businesses, and the hiring an investor relations firm for our IPO.
Previous wording
The Purchase Agreement has a term ending on the earlier of (i) the first day of the month following the 18-month anniversary of the Commencement Date or (ii) the date the Investor has purchased the shares equal to the agreed investment amount. Upon effectiveness of the related registration statement, the Company will issue 15,000 shares of Common Stock to the Investor as Commitment Shares. During the term, CJMB may, at its discretion, deliver Regular Purchase Notices for $500,000 to $2,000,000 per notice. Each Regular Purchase is priced at 95% of the lowest daily VWAP during the applicable measurement period (or 80% if the Company’s stock is not trading on the Nasdaq Capital Market). In connection with each Regular Purchase, CMB will provide an estimate of the number of the shares deliverable, based on 90% of the prior day’s closing price.
Current wording
The Company entered into a Purchase Agreement (“ELOC Facility”) with an investor on July 24, 2025, granting the Company the right, but not the obligation, to sell up to $25.0 million of common stock, subject to specified terms. The agreement terminates on the earlier of the first day of the month following the 18-month anniversary of the Commencement Date or when the Investor has purchased shares equal to the agreed investment amount. Upon effectiveness of the related registration statement, the Company will issue 15,000 commitment shares to the Investor. During the term, the Company may deliver Regular Purchase Notices ranging from $500,000 to $2,000,000 per notice, priced at 95% of the lowest daily VWAP during the measurement period (or 80% if the stock is not trading on Nasdaq Capital Market), or Exempt Purchase Notices of up to $1,000,000 per notice, priced at 90% of the prior day’s closing price with an incremental 10% share issuance.
Previous wording
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements primarily through cash on hand, and cash flows from operations. As of June 30, 2025 and 2024, we had $4,224,151 and $1,847,721 of cash and cash equivalents, respectively.
Current wording
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements primarily through cash on hand, and cash flows from operations. As of September 30, 2025 and 2024, we had $2,789,744 and $2,097,945 of cash and cash equivalents, respectively.
Previous wording
For the six months ended June 30, 2025, cash used in operating activities was $(2,124,970) compared to cash provided by operating activities of $275,524 during the six months ended June 30, 2024, a decrease of $(2,400,494). This decrease was primarily due to a decrease in net loss of $(2,641,986), a decrease in inventory of $(39,144), a decrease in other current assets of $(271,834), a decrease in deferred revenue of $(92,079), and offset by an increase in stock based compensation of $749,927.
Current wording
For the nine months ended September 30, 2025, cash used in operating activities was $(3,887,737) compared to cash provided by operating activities of $1,263,526 during the nine months ended September 30, 2024, a decrease of $(5,151,263). This decrease was primarily due to increase in net loss of $(4,374,731) and a decrease in changes to accounts receivable of $(2,199,719) and offset by non-cash adjustment to net loss for stock based compensation of $1,154,742 and fair value of derivative liability of $624,041.
Previous wording
Cash provided by (used in) investing activities
Current wording
Cash used in investing activities
Previous wording
For the six months ended June 30, 2025, cash used in investing activities was $(447,506) compared to $(45,874) for the six months ended June 30, 2024, a decrease of $(401,632). The decrease is a result of leasehold improvements made to the new corporate office during 2025.
Current wording
For the nine months ended September 30, 2025, cash used in investing activities was $(616,896) compared to $(46,167) for the nine months ended September 30, 2024, an increase of $(570,729). This increase is a result of leasehold improvements made to the new corporate office during the nine months ended September 30, 2025 in comparison to the nine months ended September 30, 2024.
Previous wording
During the six months ended June 30, 2025, cash provided by (used in) financing activities was $4,698,682 compared to ($3,537,549) during the six months ended June 30, 2024, an increase of $8,236,231. Our financing activities for the six months ended June 30, 2025 compared to June 30, 2024 included a decrease in related party loans of $35,742, an decrease in deferred offering costs of $65,000, and an increase in partners distributions of $3,382,254 and an increase in proceeds from IPO and overallotment, net of $4,680,013.
Current wording
During the nine months ended September 30, 2025, cash provided by (used in) financing activities was $5,196,432 compared to $(3,563,676) during the nine months ended September 30, 2024, an increase of $8,760,108. Our financing activities for the nine months ended September 30, 2025 compared to September 30, 2024 included a decrease in partners distributions of $3,382,254 and an increase in proceeds from IPO and overallotment, net of $4,622,111 and proceeds from issuance of shares under the ELOC Facility of $497,750.