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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nD.C. 20549

FORM\n8-K

CURRENT\nREPORT

PURSUANT\nTO SECTION 13 OR 15(d) OF

THE\nSECURITIES EXCHANGE ACT OF 1934

Date\nof Report (Date of earliest event reported): October 16, 2026

Callan\nJMB Inc.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

001-42506

99-0931141

(State\n or other jurisdiction

of\n incorporation)

(Commission

File\n Number)

(I.R.S.\n Employer

Identification\n No.)

\n \n \n \n \n \n \n \n \n

244\n Flightline Drive

Spring\n Branch, Texas

78070

(Address\n of principal executive offices)

(Zip\n Code)

Registrant’s\ntelephone number, including area code: (830) 438-0395

N/A

(Former\nname or former address, if changed since last report)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written\n communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class		Trading\n Symbol(s)		Name\n of each exchange on which registered
Common\n Stock, $0.001 par value		CJMB		The\n Nasdaq Stock Market LLC

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging\ngrowth company ☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item\n1.01. Entry into a Material Definitive Agreement.

As\npreviously disclosed , on August 26, 2026, Callan Power LLC (the “Buyer”), a Nevada limited liability company and\na wholly-owned subsidiary of Callan JMB Inc. (the “Company”), entered into an Asset Purchase and Sale Agreement (the\n“APA”) with The Pfanenstiel Company, LLC, an Oklahoma limited liability company (the “Seller”),\npursuant to which the Buyer agreed to acquire fifty percent (50%) of the Seller’s right, title and interest in certain oil and\ngas leases and mineral interests on properties located in North Dakota and Montana.

On\nOctober 16, 2026, the Buyer notified the Seller that the Buyer and the Company reached the conclusion that the diligence conducted was\nnot sufficient to support a decision to proceed with the transaction at this time. Accordingly, Buyer has exercised its right to terminate\nthe APA with immediate force and effect. As a result of the termination, the Company will no longer need to raise additional capital\nto consummate the acquisition.

The\nparties may continue to evaluate a potential future transaction on different terms; however, there can be no assurance that any such\ntransaction will be agreed upon or consummated.

Forward-Looking\nStatements

This\nReport and the exhibit(s) attached hereto, including the disclosures set forth herein, contain certain forward-looking statements that\ninvolve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,”\n“estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify\nsuch forward-looking statements.

Forward-looking\nstatements in this Report or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders\nof the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties\nand other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ\nfrom the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.\nSuch future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.\nThese risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of\nwhich could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s\nactual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.\nThe Company expressly disclaims any obligation or intention to update these forward-looking statements contained in this Report.

Item\n9.01 Financial Statements and Exhibits.

(d)\nExhibits.

The\nfollowing exhibits are being filed herewith:

\n \n \n \n \n \n \n \n \n

Exhibit\n No.		Description
104		Cover\n Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Date:\n October 19, 2026	Callan\n JMB Inc.

	By:	/s/\n Wayne Williams
	Name:	Wayne\n Williams
	Title:	Chief\n Executive Officer

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