Callan JMB files draft information statement on Nasdaq 20% issuance approval
CJMB•Equity incentive plan changes
Shareholders also authorized changes to the 2024 Equity Incentive Plan, resetting the share pool to 15% of outstanding stock with an evergreen increase from Jan. 1, 2027.
Preferred stock consideration and potential dilution
Consideration set as 1,000 shares of Series A Perpetual Convertible Preferred Stock with a $10 million stated value, convertible at $2.10 per share.
Full conversion implies 4,761,905 common shares, lifting total shares to 10,426,773 based on 5,664,868 outstanding as of July 30, 2026.
The Series A Preferred Stock carries a 9.9% conversion ownership cap, no dividends, a senior liquidation preference, no redemption, and conversion is allowed six months post-issuance.
Shareholder approval for issuance above Nasdaq 19.99% threshold
Callan JMB shareholders authorized potential issuances above 19.99% of common stock tied to an oil-and-gas asset acquisition from Reger Oil.
