CALLAN JMB INC.

Current report

Revenue for the three months ended March 31, 2026, was $1,106,143 as compared to $1,449,377 for the three months ended March 31, 2025, a decrease of $343,234. The decrease was primarily due to the non-renewal of a government contract and lower revenues from non-government customers compared to the prior year period.

Current report

Cost of revenue for the three months ended March 31, 2026, was $678,908 as compared to $833,437 for the three months ended March 31, 2025, a decrease of $154,529. The decrease was primarily due to lower revenue levels during the period.

Current report

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 months ended March 31, 2026, were $2,128,423, compared to $1,854,316 for the three months ended March 31, 2025, an increase of $274,107. Operating expenses increased during the three months ended March 31, 2026, as compared to the prior year period. Payroll expenses increased approximately $87,400 primarily due to executive compensation increases pursuant to employee agreements, while Board of Directors compensation increased approximately $7,293 due to the recognition of a full quarter of director compensation in 2026 as compared to prorated amounts in the prior year period. Consulting and professional fees increased approximately $43,000 primarily due to the use of additional consultants and professional service providers in 2026 compared to the prior year period. Facility rental expense increased approximately $57,000 primarily due to lease expenses associated with the Company’s new corporate office, which did not exist in the prior year period. Information technology support expenses increased approximately $9,697 due to expanded company support services, while dues and subscriptions increased approximately $47,800 primarily due to additional post-IPO subscriptions and public company compliance costs. The Company also recognized an increase in stock-based compensation expense of approximately $63,500. Partially mitigating these increases were decreases in travel and meals expense of approximately $24,000 and other facility expenses of approximately $14,000.

Current report

On April 7, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. The Notice has no immediate effect on the listing or trading of the Company’s common stock; however, the Company must submit a plan to regain compliance by May 22, 2026, and there can be no assurance that Nasdaq will accept the plan or that the Company will be able to regain compliance within any period granted by Nasdaq.

Current report

For the three months ended March 31, 2026, cash used in operating activities was $1,679,880 compared to cash used in operating activities of $1,561,698 during the three months ended March 31, 2025, an increase of $118,182. This increase in cash used in operating activities was primarily due to the higher net loss of $1,974,464, increased accounts receivable of $284,563 and increased other current assets of $183,054, partially offset by non-cash ELOC-related expenses of $1,092,222, a change in the fair value of derivative liability of $338,229, a favorable change in the right-of-use liability, net adjustment of $272,115, a favorable change in accounts payable and accrued expenses of $184,478, the absence of a $199,491 use of cash for prepaid insurance in the prior-year period, a decrease in inventory of $82,893, a favorable change in deferred revenue of $89,052 and an increase in stock-based compensation of $63,500.

Previous report

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 report

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 report

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 report

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 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.

Previous 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.

Previous report

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.