As filed with the U.S. Securities and Exchange Commission on September 19, 2025
Registration No. 333- 289849
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALLAN JMB INC.
(Exact name of registrant as specified in its charter)
Nevada | 7389 | 99-0931141 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
244 Flightline Drive
Spring Branch, Texas 78070-6241
(830) 438-0395
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mr.
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
(830) 438-0395
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | |
Ross David Carmel, Esq. Barry P. Biggar, Esq Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York, New York 10036 (212) 930-9700
|
David E. Danovitch, Esq. Michael DeDonato, Esq. Charles E. Chambers, Jr., Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, New York 10020 (212) 660-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer ☐ | Accelerated filer ☐ | ||
Non-accelerated filer ☒ | Smaller reporting company ☒ | ||
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Callan JMB Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-289849) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of the Registration Statement, the signature page to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
(a) Exhibits.
II-1 |
* | Filed herewith. |
** | Previously Filed. |
† | Management compensatory agreement. |
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Spring Branch, Texas, on September 19, 2025.
CALLAN JMB INC. | ||
By: | /s/ Wayne Williams | |
Wayne Williams | ||
Chief Executive Officer, President, and Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Wayne Williams | Chief Executive Officer, President, and Chairman of the Board | September 19, 2025 | ||
Wayne Williams | (Principal Executive Officer) and Director | |||
/s/ Shannon Badger | Interim Chief Financial Officer | September 19, 2025 | ||
Shannon Badger | (Principal Financial and Accounting Officer) | |||
/s/ David J. Croyle, M.D. | Chief Medical Officer | September 19, 2025 | ||
David J. Croyle, M.D. | ||||
/s/ Eric L. Kash | Executive Vice President, and Director | September 19, 2025 | ||
Eric L. Kash | ||||
/s/ Mark Meller | Director | September 19, 2025 | ||
Mark Meller | ||||
/s/ Gerald Dial | Director | September 19, 2025 | ||
Gerald Dial | ||||
/s/ Liberty Duke | Director | September 19, 2025 | ||
Liberty Duke |
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