As filed with the U.S. Securities and Exchange Commission on August 25, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALLAN JMB INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Nevada 7389 99-0931141 (I.R.S. Employer Identification Number) 244 Flightline Drive Spring Branch, Texas 78070 ...

PART I - FINANCIAL INFORMATION [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, covering balance sheets, operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Summarizes the company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | Change (USD) | Change % | | :-------------------------- | :-------------- | :---------------- | :----- | :------- | | Cash and cash equivalents | $4,224,151 | $2,097,945 | $2,126,206 | 101.3% | | Total assets | $8,965,681 | $5,082,549 | $3,883,132 | 76.4% | | Total liabilities | $3,140,394 | $1,909,191 | $1,231,203 | 64.5% | | Total Stockholders' Equity | $5,825,287 | $3,173,358 | $2,651,929 | 83.6% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | June 30, 2025 (USD) | June 30, 2024 (USD) | Change (USD) | Change % | | :---------------------- | :------------ | :------------ | :---------- | :------- | | Revenue | $1,666,309 | $1,985,768 | $(319,459) | -16% | | Gross profit | $643,870 | $962,216 | $(318,346) | -33% | | Loss from operations | $(1,402,667) | $(133,423) | $(1,269,244) | 951% | | Net loss | $(1,397,523) | $(112,476) | $(1,285,047) | 1143% | | Net loss per common share | $(0.31) | $(0.04) | $(0.27) | 675% | Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | June 30, 2025 (USD) | June 30, 2024 (USD) | Change (USD) | Change % | | :---------------------- | :------------ | :------------ | :---------- | :------- | | Revenue | $3,115,687 | $3,776,289 | $(660,602) | -17% | | Gross profit | $1,256,963 | $1,679,799 | $(422,836) | -25% | | Loss from operations | $(2,644,915) | $(220,882) | $(2,424,033) | 1097% | | Net loss | $(2,641,986) | $(193,609) | $(2,448,377) | 1264% | | Net loss per common share | $(0.63) | $(0.08) | $(0.55) | 687.5% | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Outlines changes in stockholders' equity, including net loss, IPO proceeds, and stock-based compensation, from January 1, 2025, to June 30, 2025 Stockholders' Equity Changes (January 1, 2025 to June 30, 2025) | Item | Amount (USD) | | :--------------------------------------- | :----------- | | Stockholders' Equity at January 1, 2025 | $3,173,358 | | Net loss | $(2,638,113) | | Common stock issued in IPO (net of costs)| $3,951,868 | | Common stock issued in IPO (over allotment, net of costs) | $592,120 | | Stock based compensation | $749,927 | | Stockholders' Equity at June 30, 2025 | $5,825,287 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Presents a summary of cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Cash Flow Summary (Six Months Ended June 30) | Activity | June 30, 2025 (USD) | June 30, 2024 (USD) | Change (USD) | | :----------------------------- | :------------ | :------------ | :----------- | | Net cash from operating activities | $(2,124,970) | $275,524 | $(2,400,494) | | Net cash used in investing activities | $(447,506) | $(45,874) | $(401,632) | | Net cash from financing activities | $4,698,682 | $(3,537,549) | $8,236,231 | | Cash and cash equivalents at end of period | $4,224,151 | $1,847,721 | $2,376,430 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanatory notes supporting the condensed consolidated financial statements [NOTE 1 – NATURE OF OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20OPERATIONS) Describes the company's formation, primary operating subsidiary, and its core business in logistics and fulfillment for time-sensitive industries - Callan JMB Inc. was formed on January 24, 2024, in Nevada, to become a holding company for Coldchain Technology Services, LLC (CTS) and Callan JMB Services (India) Private Limited[21](index=21&type=chunk) - CTS, the main operating subsidiary, is engaged in a vertically integrated logistics and fulfillment ecosystem for the supply chain, utilizing advanced predictive technology to ensure product integrity in time-sensitive industries[21](index=21&type=chunk) [NOTE 2 – RECLASSIFICATIONS AND REVISIONS](index=8&type=section&id=NOTE%202%20%E2%80%93%20RECLASSIFICATIONS%20AND%20REVISIONS%20TO%20MARCH%2031%2C%202025%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Details immaterial revisions made to previously issued financial statements for the three months ended March 31, 2025 - The Company identified immaterial revisions to its previously issued financial statements for the three months ended March 31, 2025, primarily related to lease modifications and the timing of expense recognition for invoices and prepaid assets[24](index=24&type=chunk) Revisions to March 31, 2025 Consolidated Financial Statements | Financial Statement Line Item | As Previously Reported (USD) | Revisions (USD) | As Revised (USD) | | :-------------------------------- | :--------------------- | :----------- | :----------- | | Right of use asset | $799,739 | $324,352 | $1,124,091 | | Other current assets | $180,328 | $104,106 | $284,434 | | Total Assets | $8,455,666 | $428,458 | $8,884,124 | | Operating lease liabilities – current | $236,343 | $44,453 | $280,796 | | Operating lease liabilities - non-current | $592,587 | $280,924 | $873,511 | | Accrued expenses | $390,461 | $106,954 | $497,415 | | Total Liabilities | $1,648,085 | $432,331 | $2,080,416 | | Retained earnings | $(3,534,238) | $(3,873) | $(3,538,111) | | Total Equity | $6,807,581 | $(3,873) | $6,803,708 | [NOTE 3 – REORGANIZATION](index=8&type=section&id=NOTE%203%20

Executive Summary & Business Update [Company Overview](index=1&type=section&id=1.1%20Company%20Overview) Callan JMB Inc. is an integrative logistics company specializing in fulfillment, storage, monitoring, and cold chain logistics for the healthcare industry and emergency management agencies, focusing on securing medical materials and ensuring patient safety - Callan JMB Inc. provides integrative logistics services, including fulfillment, storage, monitoring, and cold chain logistics, to the healthcare industry and emergency management agencies[2](index=2&type=chunk)[6](index=6&type=chunk) - The company's expertise spans supply chain logistics, thermodynamics, biologics, inventory management, regulatory compliance, and emergency preparedness[6](index=6&type=chunk) [Recent Business Highlights](index=1&type=section&id=1.2%20Recent%20Business%20Highlights) Callan JMB announced several key achievements, including a strategic partnership with Revival Health Inc. for integrated supply chain services, the launch of a subsidiary in India for pharmaceutical cold chain logistics, and the extension of a significant emergency preparedness contract with the City of Chicago - Formed a strategic partnership with Revival Health Inc. to deliver fully integrated supply chain services and infrastructure for health, wellness, and longevity products[1](index=1&type=chunk)[7](index=7&type=chunk) - Launched a subsidiary in India (Callan JMB Services (India) Private Limited) and is establishing a temperature-controlled warehouse in Pune, Maharashtra, for pharmaceutical storage and distribution, securing an agreement with Walker's Pharmaceuticals Ltd[1](index=1&type=chunk)[3](index=3&type=chunk)[7](index=7&type=chunk) - Extended the emergency preparedness contract with the City of Chicago through June 2026, with an additional **$1.5 million** in funding, bringing the total contract value to **$9.1 million**[1](index=1&type=chunk)[3](index=3&type=chunk)[7](index=7&type=chunk) - Appointed Christopher Shields, former Assistant Commissioner of the Chicago Department of Public Health, as Senior Vice President, Emergency Preparedness & Response/Government Affairs[2](index=2&type=chunk)[7](index=7&type=chunk) - Successfully redistributed over **1,300 MMR II vaccine doses** from Chicago to Texas and New Mexico during a measles outbreak response with zero waste[2](index=2&type=chunk)[3](index=3&type=chunk)[7](index=7&type=chunk) [CEO Commentary](index=1&type=section&id=1.3%20CEO%20Commentary) CEO Wayne Williams highlighted the company's strengthened position in specialized logistics, emphasizing the Revival partnership, international expansion into India to address U.S. drug shortages, and the extended Chicago contract, while also noting the appointment of Christopher Shields to expand emergency preparedness operations and the successful vaccine redistribution, with future growth opportunities in GLP-1 pharmaceutical distribution, specialty compounding pharmacy logistics, and premium food packaging solutions - CEO Wayne Williams emphasized solidifying Callan JMB's position as a leading provider of specialized logistics solutions in high-growth markets[3](index=3&type=chunk) - The strategic partnership with Revival aims to develop a broad supply platform for healthcare products, while the India subsidiary will support global pharmaceutical cold chain logistics and clinical trials, helping address U.S. drug shortages[3](index=3&type=chunk) - The extension of the emergency preparedness contract with the City of Chicago and the appointment of Christopher Shields are intended to grow emergency preparedness operations into new U.S. and international markets[3](index=3&type=chunk) - Future growth opportunities include GLP-1 pharmaceutical distribution, specialty compounding pharmacy logistics, and premium food packaging solutions[3](index=3&type=chunk) Financial Performance Overview [Second Quarter and Six Months Ended June 30, 2025 Financial Highlights](index=2&type=section&id=2.1%20Second%20Quarter%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20Financial%20Highlights) Callan JMB reported revenues of **$1.7 million** for Q2 2025 and **$3.1 million** for the six months ended June 30, 2025, experiencing a year-over-year decrease primarily due to reduced demand for emergency preparedness services, with gross profit for the quarter at **$0.6 million** and **$1.3 million** for the six months, while SG&A expenses significantly increased due to public entity costs and new senior staff hires, leading to an increased loss from operations Key Financial Highlights (Q2 & H1 2025 vs. Prior Year) | Metric | Three months ended June 30, 2025 ($) | Three months ended June 30, 2024 ($) | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $1.7 million | $2.0 million | $3.1 million | $3.8 million | | Cost of revenues | $1.0 million | $1.0 million | $1.9 million | $2.1 million | | Gross profit | $0.6 million | $1.0 million | $1.3 million | $1.7 million | | SG&A expenses | $2.0 million | $1.1 million | $3.9 million | $1.9 million | | Loss from operations | $(1.4) million | $(0.1) million | $(2.6) million | $(0.2) million | | Cash and cash equivalents (period end) | $4.2 million (June 30, 2025) | - | - | - | - The year-over-year decrease in revenue was attributed to a decline in demand for emergency preparedness services from certain states and local governments[7](index=7&type=chunk) - The increase in SG&A expenses was primarily driven by consulting, professional fees, and marketing expenses related to the Company becoming a public entity and new senior staff hires[7](index=7&type=chunk) - Subsequent to quarter end, the Company entered into an equity line of credit agreement for the right to sell up to **$25 million** of common stock[7](index=7&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Balance Sheets](index=4&type=section&id=3.1%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Callan JMB's total assets increased significantly to **$8.97 million** from **$5.08 million** at December 31, 2024, primarily driven by an increase in cash and cash equivalents and right-of-use assets, while total liabilities also rose to **$3.14 million** from **$1.91 million**, and total stockholders' equity increased to **$5.83 million** from **$3.17 million** Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :-------------------------- | :-------------------------- | :------------------ | | Cash and cash equivalents | $4,224,151 | $2,097,945 | | Total current assets | $5,590,248 | $3,319,188 | | Total assets | $8,965,681 | $5,082,549 | | Total current liabilities | $1,311,439 | $1,274,315 | | Total liabilities | $3,140,394 | $1,909,191 | | Total Stockholders' Equity | $5,825,287 | $3,173,358 | - Total assets increased by approximately **$3.88 million** from December 31, 2024, to June 30, 2025[11](index=11&type=chunk) - The increase in total stockholders' equity was largely due to an increase in additional paid-in capital from **$5.46 million** to **$10.76 million**[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=3.2%20Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, revenue decreased to **$1.67 million** from **$1.99 million** year-over-year, resulting in a gross profit of **$0.64 million**, while selling, general, and administrative expenses significantly increased, leading to a net loss of **$(1.40) million**, or **$(0.31)** per share, compared to a net loss of **$(0.11) million**, or **$(0.04)** per share, in the prior year's quarter, with similar trends observed for the six-month period Condensed Consolidated Statements of Operations Highlights | Metric | Three months ended June 30, 2025 ($) | Three months ended June 30, 2024 ($) | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $1,666,309 | $1,985,768 | $3,115,687 | $3,776,289 | | Cost of revenue | $1,022,439 | $1,023,552 | $1,858,724 | $2,096,490 | | Gross profit | $643,870 | $962,216 | $1,256,963 | $1,679,799 | | Selling, general and administrative expenses | $2,046,537 | $1,095,639 | $3,901,878 | $1,900,681 | | Loss from operations | $(1,402,667) | $(133,423) | $(2,644,915) | $(220,882) | | Net loss | $(1,397,523) | $(112,476) | $(2,641,986) | $(193,609) | | Net loss per common share - basic and diluted | $(0.31) | $(0.04) | $(0.63) | $(0.08) | - Revenue decreased by **16.09%** for the three months and **17.49%** for the six months ended June 30, 2025, compared to the prior year periods[13](index=13&type=chunk) - Selling, general and administrative expenses increased by **86.79%** for the three months and **105.29%** for the six months ended June 30, 2025, compared to the prior year periods[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=3.3%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **$(2.12) million**, a significant change from net cash provided of **$0.28 million** in the prior year, primarily due to the increased net loss and stock-based compensation, while investing activities used **$(0.45) million**, mainly for property and equipment purchases, and financing activities provided **$4.70 million**, driven by proceeds from an IPO and overallotment, resulting in a net increase in cash and cash equivalents of **$2.13 million** Condensed Consolidated Statements of Cash Flows Highlights | Metric | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $(2,124,970) | $275,524 | | Net cash used in investing activity | $(447,506) | $(45,874) | | Net cash provided by (used in) financing activities | $4,698,682 | $(3,537,549) | | Increase (decrease) in cash and cash equivalents | $2,126,206 | $(3,307,899) | | Cash and cash equivalents at end of period | $4,224,151 | $1,847,721 | - The significant increase in cash from financing activities was primarily due to **$4.68 million** in proceeds from the IPO and overallotment[15](index=15&type=chunk) - Stock-based compensation of **$749,927** was a non-cash adjustment reconciling net loss to operating cash flow for the six months ended June 30, 2025[15](index=15&type=chunk) Additional Information [Forward-Looking Statements](index=3&type=section&id=4.1%20Forward-Looking%20Statements) This section contains a standard disclaimer regarding forward-looking statements, noting that such statements involve known and unknown risks and uncertainties that could cause actual results to differ materially, and the company disclaims any obligation to revise these statements - The press release includes forward-looking statements, identified by words like 'believe,' 'anticipate,' 'expect,' and 'will,' which are not historical facts[8](index=8&type=chunk) - These statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from anticipated outcomes[8](index=8&type=chunk) - The Company disclaims any intention or obligation to revise any forward-looking statements[8](index=8&type=chunk) [Investor Contacts](index=3&type=section&id=4.2%20Investor%20Contacts) Contact information for investor inquiries is provided, directing interested parties to Valter Pinto, Managing Director at KCSA Strategic Communications - Investor inquiries can be directed to Valter Pinto, Managing Director at KCSA Strategic Communications[9](index=9&type=chunk) - Contact details include email: CallanJMB@kcsa.com and phone: 212.896.1254[9](index=9&type=chunk)

Core Viewpoint - Callan JMB Inc. has made significant strides in expanding its logistics services for the healthcare sector, including forming strategic partnerships, launching international operations, and enhancing emergency preparedness capabilities, positioning itself for sustained growth in high-demand markets [2][3]. Business Highlights - A strategic partnership was formed with Revival Health Inc. to create an integrated supply chain infrastructure for health, wellness, and longevity products, enhancing distribution capabilities [2][3]. - The company launched a subsidiary in India, establishing a temperature-controlled warehouse in Pune for pharmaceutical storage and distribution, and has secured agreements with local companies to facilitate U.S. market entry [2][3]. - Callan JMB extended its emergency preparedness contract with the City of Chicago through June 2026, increasing total contract value to $9.1 million with an additional $1.5 million in funding [2][3]. - Christopher Shields was appointed as Senior Vice President for Emergency Preparedness & Response/Government Affairs to expand operations into new markets [2][3]. - The company successfully redistributed over 1,300 MMR II vaccine doses during a measles outbreak response, demonstrating its logistical efficiency and sustainability [2][3]. Financial Highlights - For the three months ended June 30, 2025, revenues were $1.7 million, a decrease from $2.0 million in the same period last year, attributed to reduced demand for emergency preparedness services [8][10]. - Gross profit for the same period was $0.6 million, down from $1.0 million year-over-year [8][11]. - Selling, general, and administrative expenses increased to $2.0 million for the quarter, primarily due to costs associated with being a public entity and new senior staff hires [8][11]. - The net loss for the three months ended June 30, 2025, was $1.4 million, compared to a loss of $0.1 million in the prior year [8][11]. - Cash and cash equivalents as of June 30, 2025, were $4.2 million, an increase from $2.1 million at the end of the previous year [8][13].

Core Insights - Callan JMB INC. has been awarded a six-month extension to its pallet storage contract with the City of Chicago, increasing the total contract value to $9.1 million with an additional funding of $1.5 million [1][2][3] Group 1: Contract Details - The contract extension allows Callan JMB to continue managing and distributing stored emergency supplies for the City of Chicago until June 20, 2026 [2] - The partnership has been in place since 2018, highlighting a long-term relationship between Callan JMB and the City of Chicago [1][2] Group 2: Company Performance and Commitment - The CEO of Callan JMB expressed pride in the extension, indicating it reflects the company's operational excellence and the trust placed in them by the City of Chicago [3] - The company emphasizes its commitment to providing exceptional service and supporting emergency response needs in the community [3] Group 3: Company Overview - Callan JMB is described as an integrative logistics company that supports the healthcare industry and emergency management through various services, including fulfillment, storage, and cold chain logistics [4] - The company claims to have unparalleled expertise in supply chain logistics, regulatory compliance, and emergency preparedness, aiming to secure medical materials and protect public health [4]

Core Insights - Callan JMB has established a subsidiary in India, Callan JMB Services (India) Private Limited, to provide logistics services for pharmaceuticals, including a warehouse in Pune for temperature-sensitive storage and distribution [1][2] - The subsidiary aims to assist Indian companies in setting up manufacturing plants in the U.S. and has already secured agreements with Walker's Pharmaceuticals Ltd. and Brihans Natural Products Ltd. for distribution and manufacturing support [2][3] - The company emphasizes its expertise in cold chain logistics, which is crucial for importing tissue samples and active pharmaceutical ingredients (APIs) from India to the U.S., addressing drug shortages and facilitating clinical trials [3] Company Overview - Callan JMB is an integrative logistics company focused on empowering the healthcare sector through services such as fulfillment, storage, monitoring, and cold chain logistics, ensuring compliance and safety in medical material distribution [4] - The company combines expertise in supply chain logistics, thermodynamics, biologics, inventory management, and regulatory compliance, positioning itself as a leader in the industry [4]

Core Insights - Callan JMB redistributed over 1,300 doses of the MMR II vaccine from Chicago to Texas and New Mexico to combat measles outbreaks, ensuring no vaccines were wasted [1][2] - The company utilized specialized cold chain reusable shippers with active temperature monitoring to maintain required temperatures during transit, and all shippers were recovered and recertified for reuse [3][4] - The operation exemplified effective collaboration between public health departments across states to ensure critical medications reach communities during outbreak responses [4] Company Overview - Callan JMB Inc. is an integrative logistics company that supports the healthcare industry and emergency management agencies through services such as fulfillment, storage, monitoring, and cold chain logistics [5] - The company emphasizes its expertise in supply chain logistics, thermodynamics, biologics, inventory management, regulatory compliance, and emergency preparedness, aiming to provide a gold standard in client experience and environmental sustainability [5]

Core Insights - Callan JMB Inc. will participate in Maxim Group's 2025 Virtual Tech Conference from June 3-5, 2025, highlighting its role in the healthcare logistics sector [1][2] Company Overview - Callan JMB Inc. is an integrative logistics company focused on empowering the healthcare industry and emergency management agencies through services such as fulfillment, storage, monitoring, and cold chain logistics [3] - The company aims to secure medical materials and protect patients and communities by providing compliant, safe, and effective medicines [3] - Callan JMB boasts unparalleled expertise in supply chain logistics, thermodynamics, biologics, inventory management, regulatory compliance, and emergency preparedness [3] - The company emphasizes a gold standard in client experience, offering customizable interfaces and reliable shipping with a focus on environmental sustainability in specialty packaging [3]

Core Insights - The formation of a joint venture between Callan JMB and Revival Health aims to integrate logistics, shipping systems, bioservices, and data infrastructure to enhance the importation and U.S.-based manufacturing of health and wellness products [1][2] - This collaboration seeks to create a next-generation supply chain that combines Callan JMB's logistics expertise with Revival Health's consumer-focused approach to preventive care [2][3] Company Overview - Callan JMB is an integrative logistics company that provides fulfillment, storage, monitoring, and cold chain logistics services to the healthcare industry and emergency management agencies [4] - Revival Health focuses on delivering timely preventive care at scale through an integrated platform that includes diagnostics, telemedicine, and personalized healthcare solutions [5] Strategic Goals - The joint venture aims to build a comprehensive supply platform that fundamentally changes the availability of healthcare products in the U.S. [3] - The collaboration is designed to meet the growing demand for scalable and compliant distribution of health and wellness products [2][3] Operational Capabilities - Callan JMB's Coldchain Technology Services will provide end-to-end support, including transportation, warehousing, quality assurance, data integration, and regulatory compliance [3] - The joint venture is positioned to enhance the accessibility of preventive care tools for consumers [4]

PART I - FINANCIAL INFORMATION [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Unaudited Q1 2025 financials show asset growth post-IPO, a 19% revenue decline, and increased net loss from public company costs [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets increased to **$8,455,666** and stockholders' equity to **$6,807,581**, driven by IPO proceeds and cash growth Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $5,219,929 | $2,097,945 | | Total Current Assets | $6,802,104 | $3,319,188 | | Total Assets | $8,455,666 | $5,082,549 | | **Liabilities & Equity** | | | | Total Current Liabilities | $1,048,896 | $1,274,315 | | Total Liabilities | $1,648,085 | $1,909,191 | | Total Stockholders' Equity | $6,807,581 | $3,173,358 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenue decreased **19%** to **$1,449,377**, while a **130%** surge in SG&A led to a **$1,240,590** net loss Q1 2025 vs. Q1 2024 Performance | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | $1,449,377 | $1,790,521 | | Gross Profit | $615,940 | $717,583 | | Operating Loss | $(1,238,376) | $(87,459) | | Net Loss | $(1,240,590) | $(81,133) | | Net Loss per Share | $(0.32) | $(0.03) | [Condensed Consolidated Statement of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) Stockholders' equity increased to **$6,807,581** by March 31, 2025, driven by **$4.54 million** IPO proceeds, offset by a **$1,240,590** net loss - The company issued **1,280,000** shares in its IPO and an additional **163,569** shares for the over-allotment option, raising a total of **$4.54 million** net of costs[16](index=16&type=chunk) - The net loss for the quarter was **$1,240,590**, which reduced retained earnings (accumulated deficit)[16](index=16&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Q1 2025 cash increased by **$3,121,984**, with **$1,561,698** used in operations and **$4,698,682** provided by IPO financing activities Cash Flow Summary (Q1 2025 vs. Q1 2024) | Cash Flow Activity | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash (used in) operating activities | $(1,561,698) | $6,839 | | Net cash used in investing activities | $(15,000) | $(44,656) | | Net cash from (used in) financing activities | $4,698,682 | $(3,460,286) | | **Increase (decrease) in cash** | **$3,121,984** | **$(3,498,103)** | - The company received **$4,680,013** in net proceeds from its IPO and over-allotment during the quarter[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail reorganization, **$4.7 million** IPO proceeds, **56%** customer concentration, a **$240,800** legal settlement, and new lease agreements - The company was formed on January 24, 2024, to become a holding company for Coldchain Technology Services, LLC, its main operating subsidiary[21](index=21&type=chunk) - The company has significant customer concentration, with one customer representing **56%** of revenue in Q1 2025 and another representing **14%**[40](index=40&type=chunk) - In February 2025, the company completed its IPO, generating gross proceeds of approximately **$5.776 million** and net proceeds of approximately **$4.7 million**[68](index=68&type=chunk) - A legal matter with a vendor was settled in February 2025 for **$240,800**[80](index=80&type=chunk) - Subsequent to quarter end, on April 1, 2025, the company entered into two new leases: a five-year warehouse lease and a ten-year corporate office lease[82](index=82&type=chunk)[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes Q1 2025 revenue decline to lower demand, with increased operating expenses and net loss from IPO and public company costs [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Q1 2025 revenue fell **19%** to **$1,449,377** due to lower demand, while SG&A surged **130%**, leading to a **$1,238,376** operating loss Q1 2025 vs. Q1 2024 Operational Results | Metric | 2025 | 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Revenue | $1,449,377 | $1,790,521 | $(341,144) | -19% | | Gross Profit | $615,940 | $717,583 | $(101,643) | -14% | | SG&A Expenses | $1,854,316 | $805,042 | $1,049,274 | 130% | | Income (loss) from operations | $(1,238,376) | $(87,459) | $(1,150,917) | 1316% | | Net income (loss) | $(1,240,590) | $(81,133) | $(1,159,457) | 1429% | - The decrease in revenue was due to the diminution in demand for our emergency preparedness services by certain states and local governments[94](index=94&type=chunk) - The increase in SG&A expenses was driven by higher personnel costs (**$100,795**), professional fees for the IPO (**$212,677**), marketing and investor relations (**$189,707**), and stock-based compensation (**$330,825**)[97](index=97&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity strengthened with cash reaching **$5,219,929** due to **$4.7 million** IPO proceeds, despite **$1,561,698** cash used in operations - As of March 31, 2025, the company had **$5,219,929** in cash and cash equivalents[99](index=99&type=chunk) Cash Flow Changes (Q1 2025 vs. Q1 2024) | Cash Flow Activity | For Three Months Ended March 31, 2025 | For Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Cash (used in) operating activities | $(1,561,698) | $6,839 | | Cash (used in) investing activities | $(15,000) | $(44,656) | | Cash from (used in) financing activities | $4,698,682 | $(3,460,286) | - The increase in cash from financing activities was primarily due to **$4.68 million** in net proceeds from the IPO and over-allotment[103](index=103&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20QUANTATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is a "smaller reporting company" and is therefore not required to provide information for this item - As a "smaller reporting company," the company is exempt from providing quantitative and qualitative disclosures about market risk[108](index=108&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective as of March 31, 2025, due to material weaknesses like lack of documentation and incomplete segregation of duties - The CEO and CFO concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective at a reasonable assurance level[109](index=109&type=chunk) - Identified control deficiencies include the lack of written documentation for some internal control policies and procedures[112](index=112&type=chunk) - Another deficiency is the lack of complete segregation of duties within accounting functions, though management notes this may not be economically feasible for a company of its size[112](index=112&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reports that it is not currently a party to any material legal proceedings - The company is not currently a party to any material legal proceedings[114](index=114&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K for the year ended December 31, 2024 - As of the date of this report, there have been no material changes to the risk factors disclosed in the Form 10-K for the year ended December 31, 2024[115](index=115&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the quarter ended March 31, 2025 - During the quarter ended March 31, 2025, no unregistered sales of equity securities occurred[116](index=116&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents[120](index=120&type=chunk)