Callan JMB to Acquire Reger Oil for $10M in Convertible Preferred, Diluting Existing Holders by ~54%
CJMB has more than doubled off its 52-week low of $0.65.
Summary
Callan JMB is buying Reger Oil's Williston Basin assets for $10M in convertible preferred stock, causing ~54% dilution on full conversion. The deal installs Michael Reger as Co-CEO and grants two board seats to preferred holders, while the equity plan amendment adds further dilution risk.
Key Events · M&A and Partnerships · CJMB
-
Acquisition of Reger Oil Assets
Callan JMB will acquire substantially all of Reger Oil's Williston Basin oil and gas portfolio for 1,000 shares of Series A Preferred Stock with a $10M stated value, convertible into ~4.76M common shares at $2.10 each.
-
Massive Dilution to Existing Holders
Full conversion of the preferred stock would represent ~54.3% dilution based on 5.66M shares outstanding, though a 9.9% ownership cap staggers the conversion over time.
-
Control Shift via Board and Management
Michael Reger becomes Co-CEO and joins the Board; Series A holders gain the right to appoint two directors, giving them significant influence regardless of conversion status.
-
Equity Plan Amendment Adds Dilution
The 2024 Equity Incentive Plan is amended to reserve 15% of outstanding shares (~850K shares currently) and adds an annual evergreen increase starting 2027, compounding dilution from the acquisition.
Analysis · CJMB · Trade & Services
Callan JMB is acquiring Reger Oil's Williston Basin portfolio entirely for $10 million in Series A Preferred Stock convertible at $2.10 per share — a 53% premium to the current $1.37 stock price. Full conversion would issue ~4.76 million shares, diluting existing holders by roughly 54%. The deal also brings Michael Reger in as Co-CEO and grants Series A holders two board seats, shifting control. Simultaneously, the equity plan is being amended to reserve 15% of outstanding shares for future grants, adding further dilution potential. Against a backdrop of a going concern warning, Nasdaq delisting notice, and a recent executive departure, this acquisition is a high-stakes bet to transform the company — but the cost is severe dilution and a new control dynamic.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 43.2% of the 271 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.30%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CJMB was trading at $1.37 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $7.7M. The 52-week trading range was $0.65 to $5.61. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.