Callan JMB (CJMB) risk factors, 2025 10-K

RISKS RELATED TO OUR COMPANY AND OUR BUSINESS

1. 01We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations. Contractual or legal restrictions applicable to our subsidiaries could limit payments or distributions from them
2. 02We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business
3. 03Our business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell assets, incur debt, or sell equity on unfavorable terms
4. 04Decreased availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could impact our cost of operations and our profitability across business lines
5. 05Our business and rent-to-rent model require significant capital expenditure and inability to collect service fee from our customers in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition and growth prospects
6. 06Any one or more of these factors could adversely affect our business, financial condition and results of operations
7. 07We face risks and challenges associated with our cold chain logistics services, including environmental, health, safety and quality control issues and increasing costs in developing the business
8. 08We may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties
9. 09We are subject to concentration risk
10. 10We expect to base our equipment and inventory purchasing decisions on our forecasts of customers’ demand, and if our forecasts are inaccurate, our operating results could be materially harmed
11. 11If we experience delays or interruptions in shipping due to factors outside of our control, such disruptions could lead to customer dissatisfaction and harm our reputation
12. 12We depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business
13. 13Our management team has limited experience managing a public company
14. 14The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business
15. 15We may acquire other businesses, products or technologies in order to remain competitive in our market and our business could be adversely affected as a result of any of these future acquisitions
16. 16We may not be able to compete with our competitors in the industry because many of them have greater resources than we do
17. 17Financial reporting obligations of being a public company are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters
18. 18If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult
19. 19The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting
20. 20We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements
21. 21We maintain minimum insurance coverage to protect us against a broad range of risks, at levels we believe are appropriate and consistent with current industry practice. Our objective is to exclude or minimize the risk of financial loss at a reasonable cost
22. 22Any one or more of these events could have an adverse effect on our business, financial position, profit, and cash flow
23. 23Our customers could also become the target of litigation relating to the patent and other intellectual property rights of others
24. 24Changes in government regulation could adversely affect our business
25. 25We are subject to regulation by the U.S. Food and Drug Administration (“FDA”) and various state regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations
26. 26Complying with certain regulations that apply to shipments using our solutions can limit our activities and increase our cost of operations
27. 27We rely upon certain critical information systems, including our Sentry platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security
28. 28Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition
29. 29We operate in a competitive industry and if we cannot compete effectively, we will lose business
30. 30We will have difficulty increasing our revenues if we experience delays, difficulties or unanticipated costs in establishing the sales, marketing and distribution capabilities necessary to successfully commercialize our solutions
31. 31Our agreements with global providers of shipping services may not result in a significant increase in our revenues or cash flow, soon or in the future
32. 32If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages
33. 33Damage to our reputation could negatively impact our business, financial condition, and results of operations

RISKS RELATED TO REGULATORY ENVIRONMENT AND TAXATION

1. 34We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes
2. 35We have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these estimates or judgments are incorrect, our operating results and financial condition may be materially affected
3. 36Changes in tax laws could have a material adverse effect on our business, financial condition and results of operations
4. 37We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors
5. 38We do not intend to pay dividends for the foreseeable future
6. 39Future sales of a substantial number of our common stock or warrants by our existing stockholders could cause our stock price to decline
7. 40Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting changes or effects, including changes to our previously filed financial statements, which could cause our stock price to decline