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)

[First Quarter 2025 Results and Business Update](index=1&type=section&id=First%20Quarter%202025%20Results%20and%20Business%20Update) [Management Commentary](index=1&type=section&id=Management%20Commentary) The CEO highlighted the company's strategy to scale its business model into high-growth sectors by leveraging its core strengths in advanced logistics - The company is strategically expanding into new, high-growth markets including GLP-1 pharmaceutical transportation, specialized compounding pharmacy logistics, and premium food packaging services[2](index=2&type=chunk) - A national expansion of emergency preparedness and response operations is underway, with a focus on untapped metropolitan areas and states[2](index=2&type=chunk) - The appointment of Christopher Shields as Senior Vice President of Emergency Preparedness & Response/Government Affairs is intended to accelerate geographic expansion[2](index=2&type=chunk) [Business Highlights](index=1&type=section&id=Business%20Highlights) In early 2025, Callan JMB successfully completed its IPO, raising approximately $5.7 million, strengthened its emergency response division, and secured significant state-level contracts - Completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of approximately **$5.7 million**[1](index=1&type=chunk)[3](index=3&type=chunk) - Secured a new five-year contract with the Oregon Health Authority and renewed its arrangement with the Texas Department of State Health Services (DSHS) for emergency preparedness[3](index=3&type=chunk) - Appointed former Chicago Department of Public Health Assistant Commissioner, Christopher Shields, as SVP, Emergency Preparedness & Response/Government Affairs[3](index=3&type=chunk) - Launched a comprehensive lease program for vaccine management to reduce the financial burden on government and private organizations[3](index=3&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) [Financial Highlights for the First Quarter Ended March 31, 2025](index=2&type=section&id=Financial%20Highlights%20for%20the%20First%20Quarter%20Ended%20March%2031%2C%202025) For the first quarter of 2025, Callan JMB reported revenue of $1.45 million, a decrease attributed to lower demand for emergency preparedness services, and posted a net loss of $1.2 million due to increased SG&A expenses Q1 2025 Financial Summary | Metric | Value | Note | | :--- | :--- | :--- | | **Revenue** | $1.45 million | Decrease due to lower demand for emergency preparedness services | | **Gross Profit** | $0.6 million | - | | **Gross Margin** | 42.5% | - | | **SG&A Expenses** | $1.9 million | Increased due to IPO costs and senior staff hires | | **Operating Loss** | ($1.2) million | - | | **Net Loss** | ($1.2) million | - | [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The consolidated financial statements detail the company's financial position and performance, reflecting a strengthened cash position post-IPO, a year-over-year revenue decline, and increased net loss due to higher operating expenses [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, the company's balance sheet strengthened significantly compared to December 31, 2024, with cash increasing to $5.2 million from $2.1 million, driven by IPO proceeds Balance Sheet Comparison | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Cash** | $5,219,929 | $2,097,945 | | **Total Current Assets** | $6,802,104 | $3,319,188 | | **Total Assets** | $8,455,666 | $5,082,549 | | **Total Liabilities** | $1,648,085 | $1,909,191 | | **Total Stockholders' Equity** | $6,807,581 | $3,173,358 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, revenue decreased to $1.45 million from $1.79 million in the prior-year period, and a sharp increase in SG&A expenses led to a significant widening of the net loss to $1.24 million Statement of Operations (YoY Comparison) | Metric | Three months ended Mar 31, 2025 | Three months ended Mar 31, 2024 | | :--- | :--- | :--- | | **Revenue** | $1,449,377 | $1,790,521 | | **Gross Profit** | $615,940 | $717,583 | | **Selling, general and administrative expenses** | $1,854,316 | $805,042 | | **Operating Loss** | ($1,238,376) | ($87,459) | | **Net Loss** | ($1,240,590) | ($81,133) | | **Net Loss per Share** | ($0.32) | ($0.03) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, net cash used in operating activities was $1.56 million, offset by $4.7 million from financing activities, primarily IPO proceeds, resulting in a net cash increase of $3.1 million Cash Flow Summary (YoY Comparison) | Cash Flow From | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | | :--- | :--- | :--- | | **Operating Activities** | ($1,561,698) | $6,839 | | **Investing Activities** | ($15,000) | ($44,656) | | **Financing Activities** | $4,698,682 | ($3,460,286) | | **Net Increase (Decrease) in Cash** | $3,121,984 | ($3,498,103) | | **Cash at End of Period** | $5,219,929 | $1,657,517 | - The primary source of cash in Q1 2025 was **$4.68 million** in net proceeds from the company's IPO and overallotment[13](index=13&type=chunk) [Company Information and Disclosures](index=2&type=section&id=Company%20Information%20and%20Disclosures) [About Callan JMB Inc.](index=2&type=section&id=About%20Callan%20JMB%20Inc.) Callan JMB Inc. is an integrative logistics company focused on the healthcare and emergency management sectors, providing specialized services for medical materials - The company specializes in integrative logistics for the healthcare industry and emergency management agencies[5](index=5&type=chunk) - Core services include fulfillment, storage, monitoring, and cold chain logistics for medical materials[5](index=5&type=chunk) [Forward-Looking Statement](index=2&type=section&id=Forward-Looking%20Statement) This press release includes forward-looking statements subject to risks and uncertainties, with actual results potentially differing materially from projections - The report contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ[6](index=6&type=chunk) - Readers are advised to consult the company's Form S-1 Registration Statement for a full list of risk factors[6](index=6&type=chunk)

Core Insights - Callan JMB Inc. completed its Initial Public Offering (IPO) on February 6, 2025, at a price of $4.00 per share, raising approximately $5.7 million in gross proceeds, including a partial exercise of the over-allotment option [1][5]. Business Highlights - Callan JMB is positioning itself as a leading provider of advanced logistics and fulfillment services in high-growth sectors, including GLP-1 pharmaceutical transportation and specialized compounding pharmacy logistics [2]. - The company is expanding its emergency preparedness and response operations, targeting untapped metropolitan areas and states, with a new Senior Vice President appointed to accelerate this growth [2]. - Callan JMB has been requested by the Texas Department of Health and Human Services to assist with a measles outbreak response and has renewed its arrangement with the Texas Department of State Health Services [5]. Financial Highlights - For the first quarter of 2025, Callan JMB reported revenue of $1.45 million, a decrease from $1.79 million in the same quarter of the previous year, attributed to reduced demand for emergency preparedness services [5][13]. - The cost of revenue for the first quarter was $0.8 million, resulting in a gross profit of $0.6 million and a gross profit margin of 42.5% [5][13]. - Selling, general, and administrative (SG&A) expenses for the first quarter were $1.9 million, reflecting an increase due to consulting fees related to the IPO and new senior staff hires [5][13]. - The company reported a net loss of $1.24 million for the first quarter of 2025, compared to a net loss of $0.08 million in the same quarter of the previous year [11][14]. Balance Sheet Overview - As of March 31, 2025, Callan JMB's total assets were approximately $8.46 million, with current assets of $6.8 million, including cash of $5.22 million [10][12]. - Total liabilities stood at approximately $1.65 million, with current liabilities of $1.05 million [12]. - Stockholders' equity was reported at approximately $6.81 million, reflecting an increase from the previous period [12].

Core Insights - Callan JMB INC. is participating in the Aegis Capital Corp. Virtual Conference on May 21, 2025, highlighting its role in the healthcare logistics sector [1][2] Company Overview - Callan JMB 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 high standard of client experience with customizable interfaces, reliable shipping, and environmentally sustainable specialty packaging [3]

Part I [Business](index=5&type=section&id=Item%201.%20Business) Callan JMB Inc. is a vertically integrated logistics company providing thermal management solutions for the life sciences industry with high customer concentration - Callan JMB provides vertically integrated thermal management logistics solutions for the life sciences industry, utilizing proprietary packaging, IT, and specialized cold chain expertise as a disruptive alternative to dry ice and liquid nitrogen[19](index=19&type=chunk) - The company's strategy includes cross-selling its broad range of services, expanding into new markets such as GLP-1 drug transport, and fostering innovation through its **Ship2Q® and Sentry monitoring systems**[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Key service offerings include emergency preparedness, specialty temperature-regulating reusable packaging, fulfillment services, and advanced monitoring through its **Sentry technology**[27](index=27&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - The company has a high customer concentration, with its top three customers accounting for approximately **81.4% of revenue** as of December 31, 2024[32](index=32&type=chunk) - The company operates in a growing logistics segment focused on temperature-sensitive shipping for markets like cell-based therapies, vaccines, and clinical trials[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - As of the report date, the company has **26 employees**, consisting of 10 full-time and 12 part-time or seasonal employees, supplemented by independent contractors[49](index=49&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its holding company structure, capital intensity, customer concentration, and identified material weaknesses in internal controls - The company has a holding company structure and depends on distributions from its operating subsidiaries to meet obligations[54](index=54&type=chunk) - A significant concentration of revenue exists, with three customers accounting for **81.4% of total revenue in 2024**, and the loss of any of these customers could materially harm the business[68](index=68&type=chunk)[69](index=69&type=chunk) - The business is capital intensive, and a failure to generate sufficient cash flow may require selling assets, incurring debt, or selling equity on unfavorable terms[56](index=56&type=chunk) - The company faces risks associated with its cold chain logistics, including product contamination or spoilage, which could lead to liability and reputational damage[62](index=62&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The management team has **limited experience managing a publicly traded company**, which could divert attention from day-to-day operations[75](index=75&type=chunk) - **Material weaknesses and significant deficiencies** in internal controls over financial reporting have been identified, including insufficient staff for segregation of duties[84](index=84&type=chunk)[192](index=192&type=chunk) - The company is a **"controlled company"** as the CEO and CMO collectively control **70.6% of the voting power**, qualifying it for exemptions from certain Nasdaq corporate governance requirements[87](index=87&type=chunk) - The company is subject to extensive regulation from agencies like the FDA, and failure to comply could result in significant penalties or operational shutdowns[95](index=95&type=chunk)[96](index=96&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[136](index=136&type=chunk) [Cybersecurity](index=26&type=section&id=Item%201C.%20Cybersecurity) A security risk management program, overseen by the Board's Audit Committee, is in place to protect technology assets and information - The company has implemented a security risk management program to protect its computer systems and data, which includes regular risk assessments and employee training[137](index=137&type=chunk)[139](index=139&type=chunk) - The Board of Directors oversees cybersecurity risk, delegating primary responsibility to the Audit Committee, with regular reports from management[140](index=140&type=chunk)[141](index=141&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company leases all its office and warehouse facilities, with an aggregate monthly rental expense of $34,798 - The company does not own any real property and leases all its office and warehouse facilities, with an aggregate current monthly rental expense of **$34,798**[143](index=143&type=chunk) Leased Properties | Address | Gross floor area (square feet) | Use of the property | | :--- | :--- | :--- | | 244 Flightline Drive, Spring Branch, Texas 78070 | 10,000 sq. ft. | Warehouse/Office | | 10130 SW North Dakota St., Tigard, Oregon 97223 | 4,800 sq. ft | Warehouse | | 1500 4 St., Unit 6, Blanco, Texas 78606 | 1,000 sq. ft. | Warehouse/Office | | 210 Kestral Drive, Spring Branch, Texas 78070 | 7,872 sq. ft. | Warehouse | | 16025 Farm to Market 32, Blanco, Texas 78606 | 6,500 sq. ft. | Warehouse | [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company may be involved in ordinary course legal proceedings, with details referenced in the financial statement notes - The company may become involved in legal proceedings arising in the ordinary course of business, with details on current proceedings in Note 7 of the financial statements[145](index=145&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[146](index=146&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq as "CJMB", and it does not plan to pay dividends - The company's common stock trades on the Nasdaq Capital Market under the symbol **"CJMB"**[148](index=148&type=chunk) - As of March 28, 2025, there were **480 holders of record** of the company's common stock[149](index=149&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future, retaining earnings for business growth[150](index=150&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue decreased 50% to $6.6 million in 2024, resulting in a net loss of $2.3 million due to lower demand and increased operating expenses Comparison of Operations for Years Ended December 31 | Year ended December 31, | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,563,412 | $13,202,459 | $(6,639,047) | (50)% | | Gross Profit | $2,563,263 | $5,649,121 | $(3,085,858) | -55% | | Income (loss) from operations | $(2,274,814) | $2,202,063 | $(4,476,877) | -203% | | Net income (loss) | $(2,293,648) | $2,181,108 | $(4,474,756) | -205% | - **Revenue decreased by 50% in 2024** due to the waning COVID-19 pandemic and a significant customer temporarily suspending orders[160](index=160&type=chunk) - Selling, general and administrative expenses **increased by 40% ($1.39M) in 2024**, driven by increased personnel costs, IPO consulting fees, and higher marketing expenses[162](index=162&type=chunk) Cash Flow Summary | | Year Ended December 31, | | | | :--- | :--- | :--- | :--- | | | 2024 | 2023 | Change | | Cash provided by (used in) operating activities | $540,353 | $6,995,646 | $(6,455,293) | | Cash provided by (used in) investing activities | $(46,167) | $(490,020) | $443,853 | | Cash provided by (used in) financing activities | $(3,551,861) | $(7,543,725) | $3,991,864 | - Cash and cash equivalents **decreased from $5.2 million to $2.1 million** from the end of 2023 to the end of 2024[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," this disclosure is not required - The company is not required to provide this information as it qualifies as a **"smaller reporting company"**[185](index=185&type=chunk) [Financial Statements and Supplementary Data](index=33&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's financial statements and supplementary data are included following the report's signature page - The required financial statements and supplementary data are set forth following the signature page of the 10-K[186](index=186&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=34&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[189](index=189&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management has identified material weaknesses in internal controls and does not yet have effective disclosure controls - Management has identified **material weaknesses and significant deficiencies** in internal controls[192](index=192&type=chunk) - Specific weaknesses include **insufficient staff for optimal segregation of duties** and reliance on a third-party accounting firm for GAAP compliance[192](index=192&type=chunk) - As an emerging growth company, the company is not currently required to provide a formal management report or an independent auditor's attestation on internal control effectiveness[194](index=194&type=chunk) [Other Information](index=34&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[195](index=195&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=35&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) The management team is led by CEO Wayne Williams, and the board includes three independent directors and has established key committees - The executive team includes Wayne Williams (CEO, President, Chairman), Eric L. Kash (EVP, Director), Jeffrey Appleman (CFO), and Dr. David J. Croyle (CMO)[200](index=200&type=chunk) - A family relationship exists between CEO Wayne Williams and CMO Dr. David J. Croyle, who are brothers-in-law[213](index=213&type=chunk) - The Board has established an **Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee**, each composed of independent directors[223](index=223&type=chunk)[224](index=224&type=chunk)[226](index=226&type=chunk) - Independent directors receive a cash fee of **$6,250 per fiscal quarter** and an award of **6,250 shares of common stock** each fiscal quarter[235](index=235&type=chunk) - The company has adopted a Code of Ethics applicable to all employees, which is available on its website[244](index=244&type=chunk) [Executive Compensation](index=42&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation includes guaranteed payments, remuneration, and significant LLC distributions, with a new equity incentive plan established in 2024 Summary Compensation Table | Name and Principal Position | Year | Guaranteed Payments | Remuneration | LLC Distributions | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Wayne Williams, CEO | 2024 | $25,000 | $453,085 | $2,496,191 | $2,974,276 | | | 2023 | $300,000 | - | $5,596,896 | $5,896,896 | | David J. Croyle, M.D., CMO | 2024 | - | - | $832,063 | $832,063 | | | 2023 | - | - | $1,800,000 | $1,800,000 | | Eric Kash, EVP | 2024 | - | $102,885 | - | $102,885 | | Jeffrey Appleman, CFO | 2024 | - | $171,739 | - | $171,739 | - CEO Wayne Williams' employment agreement includes a **$500,000 annual base salary**, a potential 40% incentive bonus, and 200,000 stock options[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) - Employment agreements for the EVP, CFO, and CMO include tiered base salaries, potential 30% incentive bonuses, and stock option grants[259](index=259&type=chunk)[260](index=260&type=chunk)[266](index=266&type=chunk) - The company adopted the **2024 Equity Incentive Plan**, initially authorizing **1,500,000 shares** of common stock for various equity awards[281](index=281&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=52&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Executive officers and directors beneficially own 68.5% of common stock, with CEO Wayne Williams holding a controlling 50.7% stake Beneficial Ownership as of March 28, 2025 | Name | Amount and Nature of Beneficial Ownership | Percent of Class | | :--- | :--- | :--- | | **Directors and Executive Officers** | | | | Wayne Williams | 2,338,125 | 50.7% | | David Croyle, M.D. | 822,375 | 17.8% | | Eric Kash | 37,500 | * | | Jeffrey Appleman | 27,500 | * | | All Executive Officers & Directors as a Group | 3,225,500 | 68.5% | *Represents beneficial ownership of less than 1%. - CEO Wayne Williams' ownership of **50.7%** gives him control over matters submitted to stockholders, including the election of directors and potential mergers[307](index=307&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=53&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in related-party transactions, primarily leases with entities controlled by its CEO and CMO - The company leases its headquarters and other warehouse space from Warehouse Asset Management, an entity majority-owned by Messrs. Williams and Croyle, for **$15,425 per month**[312](index=312&type=chunk) - The company has lease agreements and has received/paid funds on behalf of Outlaw Run Ranch ("ORR") and Cold Chain Delivery Systems, both related parties[310](index=310&type=chunk)[311](index=311&type=chunk) - In October 2024, the board adopted a written policy requiring the **Audit Committee to review and approve all material related-party transactions**[317](index=317&type=chunk) - The Board has determined that directors **Mark Meller, Liberty Duke, and Gerald Dial are independent** under Nasdaq rules[318](index=318&type=chunk) [Principal Accounting Fees and Services](index=55&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company incurred $200,000 in audit and audit-related fees from its independent accounting firm in fiscal 2024 Accounting Fees | | Fiscal Year Ended December 31, 2024 | | :--- | :--- | | Audit Fees | $160,000 | | Audit-Related Fees | $40,000 | | **Total** | **$200,000** | - The company's policy is to pre-approve all audit and permissible non-audit services performed by its independent accountants[320](index=320&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=55&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K - This section lists the financial statements, notes that financial statement schedules have been omitted, and provides a list of exhibits filed with the report[321](index=321&type=chunk)[322](index=322&type=chunk)[324](index=324&type=chunk) [Form 10-K Summary](index=57&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided for this item - None[328](index=328&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=60&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the 2024 and 2023 consolidated financial statements - The auditor issued an **unqualified opinion**, stating the financial statements are presented fairly in all material respects in conformity with U.S. GAAP[338](index=338&type=chunk) - The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB)[340](index=340&type=chunk) [Notes to Consolidated Financial Statements](index=65&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's corporate reorganization, significant customer concentration, and the completion of its IPO in February 2025 - The company reorganized from a Texas LLC to a Nevada corporation on February 14, 2024[356](index=356&type=chunk)[357](index=357&type=chunk) - The company has significant customer and vendor concentration; in 2024, **one customer accounted for 51% of revenue**, and one vendor accounted for 60% of accounts payable[373](index=373&type=chunk) - As of December 31, 2024, the company had total operating lease liabilities of **$907,450**, primarily for warehouse space[404](index=404&type=chunk)[405](index=405&type=chunk) - In February 2025, the company settled a legal dispute with a vendor for **$240,800**, which was accrued for as of December 31, 2024[409](index=409&type=chunk)[431](index=431&type=chunk) - As of December 31, 2024, the company has federal net operating loss (NOL) carryforwards of **$2,354,213**, with a full valuation allowance provided against the related deferred tax assets[418](index=418&type=chunk)[419](index=419&type=chunk) - Subsequent to year-end, in February 2025, the company completed its IPO, raising net proceeds of approximately **$4.7 million**[428](index=428&type=chunk)