Castellum, Inc. Files 8-K for Material Agreement

TL;DR

Castellum Inc. signed a big deal on July 1st, more details to come.

AI Summary

On July 1, 2024, Castellum, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. Castellum, Inc. is incorporated in Nevada and its principal executive offices are located in Vienna, VA.

Why It Matters

This filing indicates a significant new agreement for Castellum, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Numbers

• 001-41526 — SEC File Number (Identifies Castellum, Inc.'s filing with the SEC.)
• 27-4079982 — IRS Employer Identification No. (Tax identification number for Castellum, Inc.)

Key Players & Entities

• Castellum, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• July 1, 2024 (date) — Date of earliest event reported
• 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share CTM NYSE American LLC Indic
• $300,000 — be entitled to an annual base salary of $300,000, and will be eligible for a maximum ann
• $0.212 — ed common stock at an exercise price of $0.212. The stock options vest ratably over th
• $270,000 — be entitled to an annual base salary of $270,000, a monthly health insurance stipend of
• $4,000 — , a monthly health insurance stipend of $4,000, and an annual discretionary bonus at t
• $30,000 — entitled to annual cash compensation of $30,000, paid quarterly and a grant of stock op
• $15,000 — entitled to annual cash compensation of $15,000, paid quarterly. Independent members of
• $10,000 — entitled to annual cash compensation of $10,000, paid quarterly. Item 9.01 Financial

Filing Documents

• ctm-20240701.htm (8-K) — 31KB
• exhibit101-employmentagree.htm (EX-10.1) — 106KB
• exhibit102-employmentagree.htm (EX-10.2) — 94KB
• 0001877939-24-000049.txt ( ) — 398KB
• ctm-20240701.xsd (EX-101.SCH) — 2KB
• ctm-20240701_lab.xml (EX-101.LAB) — 22KB
• ctm-20240701_pre.xml (EX-101.PRE) — 13KB
• ctm-20240701_htm.xml (XML) — 3KB

01 Entry into a material definitive agreement

Item 1.01 Entry into a material definitive agreement. In connection with his appointment to President and Chief Executive Officer, on July 1, 2024 Castellum, Inc. (the "Company") entered into a one-year employment agreement with Glen R. Ives (the "Ives Employment Agreement"), pursuant to which Mr. Ives will be entitled to an annual base salary of $300,000, and will be eligible for a maximum annual cash incentive and discretionary bonus equal to up to one hundred percent (100%) of his annual base salary. To be eligible to receive the annual cash incentive bonus amount, which is up to fifty percent (50%) of his annual base salary, the Company must achieve certain performance thresholds. The discretionary bonus, which is also equal to up to fifty percent (50%) of his base salary, is at the sole discretion of the Company's Compensation, Culture, and People Committee (the "Compensation Committee"). Additionally, Mr. Ives will be granted stock options under the Castellum, Inc. Amended 2021 Stock Incentive Plan (the "Stock Incentive Plan") to purchase seven hundred fifty thousand (750,000) shares of the Company's restricted common stock at an exercise price of $0.212. The stock options vest ratably over the one-year employment period and expire on June 30, 2031. Upon a change of control, as defined in the Stock Incentive Plan, all unvested options issued to Mr. Ives shall become fully vested upon such change of control. On July 1, 2024 the Company also entered into a nine-month employment agreement with Jay O. Wright (the "Wright Employment Agreement"), pursuant to which Mr. Wright will be entitled to an annual base salary of $270,000, a monthly health insurance stipend of $4,000, and an annual discretionary bonus at the sole discretion of the Company's Compensation Committee. If Messrs. Ives and Wright terminate their employment with the Company without good reason or their employment is terminated (i) as a result of their death, (ii) by the Company after a determina

01 Other Events

Item 8.01 Other Events. The Board of Directors ratified, adopted, and approved the recommendation of the Compensation Committee reducing the amount of annual compensation earned by independent members for serving on the Company's Board of Directors. Effective July 1, 2024, independent members of the Board will be entitled to annual cash compensation of $30,000, paid quarterly and a grant of stock options under the Stock Incentive Plan to purchase two hundred fifty thousand (250,000) shares of the Company's restricted common stock at an exercise price equal to the Company's closing stock price on July 1, 2024. Additionally, independent members of the Board who serve as the Chair of the Board of Directors or Chair of the Audit Committee shall be entitled to annual cash compensation of $15,000, paid quarterly. Independent members of the Board who serve as the Chair of the Compensation Committee or Nominating and Governance Committee shall be entitled to annual cash compensation of $10,000, paid quarterly.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 10.1 Employment Agreement dated July 1, 2024 by and between the Company and Glen R. Ives 10.2 Employment Agreement dated July 1, 2024 by and between the Company and Jay O. Wright 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: July 3, 2024 By: /s/ Glen R. Ives Name: Glen R. Ives Title: Chief Executive Officer (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR