Castellum Files 8-K on Material Definitive Agreement; Details Pending

TL;DR

**CTM filed an 8-K about a material agreement, but the actual details are missing, creating uncertainty.**

AI Summary

Castellum, Inc. filed an 8-K on January 29, 2024, reporting an event on January 25, 2024, related to an "Entry into a Material Definitive Agreement." This filing indicates that Castellum, Inc. is an emerging growth company and its common stock, with a par value of $0.0001 per share, is traded on the NYSE American LLC under the symbol CTM. While the filing confirms the existence of a material agreement, it does not disclose the specific details of the agreement itself. This matters to investors because a material definitive agreement can significantly impact the company's future operations, financial health, and stock performance, and the lack of specific details creates uncertainty.

Why It Matters

This filing signals a significant corporate event for Castellum, Inc. (CTM), but the absence of specific details about the material definitive agreement leaves investors in the dark about its potential impact on the company's future and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material event without providing details, which introduces uncertainty and potential risk for investors.

Analyst Insight

A smart investor would monitor Castellum, Inc. (CTM) closely for a follow-up filing that provides the specific details of the "Material Definitive Agreement" before making any significant investment decisions, as the current filing lacks critical information to assess impact.

Key Numbers

• $0.0001 — par value per share (the stated par value of Castellum, Inc.'s common stock)

Key Players & Entities

• Castellum, Inc. (company) — the registrant filing the 8-K
• NYSE American LLC (company) — the exchange where Castellum's common stock is registered
• $0.0001 (dollar_amount) — par value per share of common stock
• January 25, 2024 (date) — date of the earliest event reported
• January 29, 2024 (date) — date the 8-K was filed
• CTM (company) — trading symbol for Castellum, Inc.

Forward-Looking Statements

• Castellum, Inc. will file another 8-K or a subsequent filing to disclose the specific details of the material definitive agreement. (Castellum, Inc.) — high confidence, target: Q1 2024
• The lack of immediate details regarding the material definitive agreement may lead to short-term investor speculation or uncertainty regarding CTM's stock price. (CTM) — medium confidence, target: February 2024

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share CTM NYSE American LLC Indic
• $0 — ommon stock ("Common Stock"), par value $0.0001, at a purchase price of $0.32 per
• $0.32 — r value $0.0001, at a purchase price of $0.32 per Share and accompanying Warrant (as
• $0.319 — Warrant Shares") at a purchase price of $0.319 per Pre-Funded Warrant and accompanying
• $2.7 m — roceeds to the Company of approximately $2.7 million, before deducting the placement a
• $0.35 — approval, and have an exercise price of $0.35 per share. The Shares, the Pre-Funded
• $60,000 — d disbursements of its legal counsel of $60,000. The foregoing descriptions of the Pur
• $2.7 million — s release announcing the pricing of the $2.7 million registered direct offering. The full te

Filing Documents

• ctm-20240125.htm (8-K) — 34KB
• exhibit41-8xk.htm (EX-4.1) — 103KB
• exhibit42-8xk.htm (EX-4.2) — 111KB
• exhibit51-8xk.htm (EX-5.1) — 14KB
• exhibit101-8xk.htm (EX-10.1) — 263KB
• exhibit102-8xk.htm (EX-10.2) — 75KB
• exhibit991-8xk.htm (EX-99.1) — 10KB
• castellumlogo.jpg (GRAPHIC) — 50KB
• lucoskybrookman.jpg (GRAPHIC) — 4KB
• maximlogoa.jpg (GRAPHIC) — 6KB
• 0001628280-24-002401.txt ( ) — 944KB
• ctm-20240125.xsd (EX-101.SCH) — 2KB
• ctm-20240125_lab.xml (EX-101.LAB) — 24KB
• ctm-20240125_pre.xml (EX-101.PRE) — 13KB
• ctm-20240125_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 25, 2024, Castellum, Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with the institutional investor named on the signature page thereto (the "Purchaser"), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares (the "Shares") of the Company's common stock ("Common Stock"), par value $0.0001, at a purchase price of $0.32 per Share and accompanying Warrant (as defined below), and (ii) 3,193,534 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 3,193,534 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $0.319 per Pre-Funded Warrant and accompanying Warrant, for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the "Registered Offering"). Pursuant to the Purchase Agreement, in a concurrent private placement (the "Private Placement" and together with the Registered Offering, the "Offering"), the Company also agreed to sell and issue to the Purchaser warrants (the "Warrants") to purchase up to 8,437,501 shares of Common Stock. The Warrants will become exercisable upon receipt of shareholder approval, expire five years from such approval, and have an exercise price of $0.35 per share. The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 12, 2023, and a related prospectus supplement, dated January 25, 2024, related to the Registered Offering. The Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Purchaser and customary indemnification rights and obli

01 Other Events

Item 8.01 Other Events. On January 25, 2024, Castellum, Inc. (the "Company") issued a press release announcing the pricing of the $2.7 million registered direct offering. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 5.1 Opinion of Lucosky Brookman LLP 10.1 Securities Purchase Agreement dated as of January 24, 2024 10.2 Placement Agency Agreement dated January 24, 2024, by and between Castellum, Inc. and Maxim Group LLC 99.1 Press Release dated January 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. CASTELLUM, INC. Date: January 29, 2024 By: /s/ Mark C. Fuller Name: Mark C. Fuller Title: Chief Executive Officer (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR