Callan JMB Inc美股招股说明书(2025-09-24版)

6,000,000 shares of Common Stock This prospectus relates to the proposed resale by the selling stockholder named in this prospectus or its permitted assigns of up to andaggregate of up to 6,000,000 shares of our common stock with a par value of $0.001 per share (the “Common Stock”), which may beissued pursuant to a purchase agreement dated as of July 24, 2025 (the “ELOC Purchase Agreement”, or the “Purchase Agreement”),by and between Callan JMB Inc. (“Callan”, or the “Company”) and Hexstone Capital, LLC (“Hexstone”, or the “SellingStockholder”), including (A) shares of Common Stock which may be issued and sold to Hexstone, at the sole discretion of and subjectto an eligible purchase notice, for cash (the “Purchase Shares”), (B) shares of Common Stock which are issuable to Hexstone if we failto file a resale registration statement covering the shares issuable to Hexstone pursuant to the ELOC Purchase Agreement (the “FilingDefault Shares”) or have such resale registration statement declared effective (the “Effectiveness Default Shares”) by the deadlinesspecified in a registration rights agreement, dated July 24, 2025, by and between Callan and Hexstone (the “Registration RightsAgreement”) and (C) shares of Common Stock which are issuable to Hexstone if we sell less than $7,500,000 worth of shares ofCommon Stock to Hexstone, within two trading days after we terminate the ELOC Purchase Agreement (the “Termination Shares”). Shares issuable under the ELOC Purchase Agreement, if and when they are sold pursuant to the terms of the ELOC PurchaseAgreement, will be sold at a per share price equal to 95% (subject to decrease under certain circumstances) of the lowest VWAPs (asdefined in the ELOC Purchase Agreement) over a specified measurement period. See the sections of this prospectus entitled“Prospectus Summary-The Offering” and “The Hexstone Transaction” for more detail regarding the sale of shares under the ELOCPurchase Agreement. The recent market price used throughout this prospectus may not be indicative of the final public offering price. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock byHexstone. However, we may receive up to $25,000,000 in aggregate gross proceeds under the Purchase Agreement from sales ofCommon Stock we may elect to make to put to Hexstone pursuant to the Purchase Agreement after the date of this prospectus. See“The Hexstone Transaction”for a description of the Purchase Agreement and“Selling Stockholder”for additional informationregarding Hexstone. Hexstone is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).The shares of Common Stock being offered hereby may be sold by the selling stockholder to or through underwriters or dealers,directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale youshould refer to the section of this prospectus entitled “Plan of Distribution.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. Our Common Stock is trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CJMB.” The last reported sales price ofour Common Stock on Nasdaq on September 22, 2025 was $4.82 per share. We are an emerging growth company under the federal securities laws and as such, we have elected to take advantage of certainreduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications ofBeing an Emerging Growth Company” for additional information. As used in this prospectus, references to “the Company,” “Callan,” “we,” “us” or “our” refer to Callan JMB Inc., a Nevadacorporation, and its subsidiaries. Investing in our shares of common stock involves a high degree of risk. See “Risk Factors” beginning on page 14 of thisprospectus for a discussion of information that should be considered in connection with an investment in our shares ofcommon stock. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is September 22, 2025. TABLE OF CONTENTS Page CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4RISK FACTORS14THE HEXSTONE TRANSACTION35USE OF PROCEEDS38MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY39MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS40BUSINESS49MANAGEMENT56EXECUTIVE COMPENSATION63CURRENT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS73SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT75DESCRIPTION O