EQUITY

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

EQUITY

NOTE 6 - EQUITY

During February 2025, we completed our initial public offering (“IPO”) of 1,280,000 shares of common stock at a price of $4.00 per share, generating gross proceeds of $5,120,000. Additionally, the underwriters partially exercised their over-allotment option (the “green shoe”), purchasing approximately 164,000 shares at $4.00, resulting in additional gross proceeds of approximately $656,000. In total, the offering generated gross proceeds of approximately $5,776,000. After deducting underwriting discounts and commissions of approximately $1,000,000, we received net proceeds of approximately $4,500,000. In connection with the offering, we issued to the underwriters warrants to purchase up to 72,179 shares of our common stock at an exercise price of $4.80 per share. These warrants have a term of five years from the effective date of the registration statement. We also incurred $188,832 for deferred offering costs.

During the three months ended March 31, 2026, we did not issue any additional shares of common stock in public offerings. However, during the period, we issued 75,000 restricted stock units (“RSUs”) as well as approximately 769,000 shares of common stock pursuant to our Equity Line of Credit (“ELOC”) facility. These issuances include shares issued in connection with ELOC drawdowns during the quarter, as well as final settlement shares related to ELOC activity initiated during August 2025. Equity activity during the period also included the issuance of stock options to an employee. There were no other new option issuances, warrant issuances, or modifications to existing equity awards during the period.

As of March 31, 2026, the Company had the following equity awards outstanding. RSUs: 18,750 vested for the three months ended March 31, 2026 out of the 75,000 total. Performance based RSUs: 225,000 and market based RSUs: 250,000. Stock Options: 1,287,500 options outstanding. Underwriter Warrants: 72,179 warrants issued in February 2025 with a five-year term and an exercise price of $4.80 per share. All outstanding RSUs, options, and warrants remain subject to applicable vesting, lock-up, and control restrictions.

Equity Line of Credit (ELOC)

On July 24, 2025, the Company entered into an ELOC Purchase Agreement (“Equity Line of Credit,” or the “ELOC Facility”) with an investor, whereby the Company has the right, but not the obligation, to sell to the investor therein, up to an aggregate of $25.0 million of shares of the Company’s common stock, par value $0.001 per share, subject to the terms and conditions set forth therein. 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. During the term, the Company may, at its discretion, deliver either Regular Purchase Notices for $500,000 to $2,000,000 per notice or Exempt Purchase Notices of up to $1,000,000 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, the Company will provide an estimate of the number of the shares deliverable, based on 90% of the prior day’s closing price. Each Exempt Purchase is priced similarly with an incremental 10% shares to be issued.

During the three months ended March 31, 2026, the Company issued shares of common stock pursuant to the Equity Line of Credit (“ELOC”) facility in connection with both current-period drawdowns and the final settlement of ELOC activity initiated in a prior period.

In January 2026, the Company issued 171,868 shares of common stock as final settlement shares related to an ELOC raise initiated during the third quarter of 2025. These shares were issued pursuant to the contractual settlement provisions of the ELOC facility and did not result in additional cash proceeds during the current period.

CALLAN JMB INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 10, 2026, the Company entered into an amendment to its ELOC Facility wherein it extended the maturity to April 1, 2027. Additionally, certain amendments to the measurement period and the settlement price from 95% of the lowest daily VWAP to 95% of lowest closing price during the measurement period. During the three months ended March 31, 2026, the Company raised net proceeds of $915,000 (net of third party fees amounted to $85,000 which is reflected as part of ELOC facility transaction expenses in the statement of operations during the three months ended March 31, 2026) from the ELOC Facility and issued 596,837 common shares for such raise.

The Company will control the timing and amount of any sales of shares of common stock to Investor. Actual sales of shares of common stock to Investor as a drawdown under the ELOC Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

The Company has the right to terminate the ELOC Facility at any time after the Commencement Date, for any reason or for no reason by delivering notice to the Investor electing to terminate the agreement without any liability except in the event the Company has sold less than $7,500,000 to the Investor, the Company shall pay an additional fee of $250,000 that is payable either in cash or in shares of Common Stock at a price equal to 100% of the Closing Price on the date immediately preceding the date of receipt by the Investor of the Company Termination Notice. The ELOC Facility will also automatically terminate upon reaching the $25,000,000 available amount or at the Maturity Date without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under the ELOC Facility.

The ELOC Facility contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Company accounted its ELOC Facility as a purchased put option and is either equity-classified or liability-classified instruments based on an assessment of the agreement’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the purchased put option is a freestanding financial instrument that would require classification as a liability under ASC 480, as well as whether the purchased put option would qualify for equity classification or require a liability classification after consideration of the guidance and criteria outlined in ASC 815, including whether the purchased put option are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions that impact classification. The Company also assessed embedded features in the ELOC Facility under the ASC 480 and ASC 815 guidance, management believed that these embedded features were not freestanding and are clearly and closely related to the host contract and as such do not require bifurcation from the purchased put option. This assessment, which requires the use of professional judgment, is conducted at the time of agreement. The Company assessed that the purchased put option is not under the scope of ASC 480 but is a derivative liability under ASC 815 as it does not meet the scope exception, indexation guidance and equity classification criteria under ASC 815 due to certain variability to the settlement price. As such, the Company accounted for the purchased put option as a derivative liability recognized at fair value at the inception date and each reporting period.

The fair value of the purchased put option was estimated on the date of agreement using Monte Carlo Simulation Model with the following assumptions at each measurement date:

	Inception Date			March 31, 2026
Expected life (in years)		1.52			1.00
Expected stock price volatility		50.5	%		49.4	%
Risk-free interest rate		4.00	%		3.68	%
Stock Price		5.28			1.25

The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of purchased put option. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the purchased put option. The expected life was calculated using the terms of the ELOC Facility.

CALLAN JMB INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company recognized the fair value of the purchased put option as of March 31, 2026 in its balance sheet under the caption, “Derivative Liability.” The change in the fair value of the Derivative Liability during the three months ended March 31, 2026 was $338,229 and was recognized in the Company’s statement of operations.

	March 31, 2026		December 31, 2025
Derivative liability at fair value – beginning balance	$	371,216	$	-
Recognition of derivative liability arising from ELOC facility		-		974,309
Changes in fair value of derivative liability during the period		338,229		(603,093	)
Derivative liability at fair value – ending balance	$	709,445	$	371,216

Registration Rights Agreements

In connection with the ELOC Facility, the Company also granted the Investor certain registration rights for shares of common stock issuable within the ELOC Facility, including (a) the ability of a holder to request that the Company file a Form S-1 registration statement; (b) the ability of a holder to request that the Company file a Form S-3 registration statement with respect to outstanding registrable securities if at any time the Company is eligible to use a Form S-3 registration statement; and (c) certain piggyback registration rights related to potential future equity offerings of the Company, subject to certain limitations.

On August 24, 2025, the Company filed a registration statement on Form S-1 related to the resale, from time to time, of up to 6,000,000 shares of Common Stock in connection with the ELOC Facility. The Registration Statement on Form S-1 was declared effective September 22, 2025.