Castellum, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Castellum Inc. signed a big deal, check the 8-K for details.

AI Summary

On December 22, 2024, Castellum, Inc. entered into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Nevada and its principal executive offices are located in Vienna, VA.

Why It Matters

This 8-K filing indicates a significant new agreement for Castellum, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Castellum, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• Vienna, VA (location) — Principal executive offices
• December 22, 2024 (date) — Date of earliest event reported

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 $0.38 per
• $0.38 — r value $0.0001, at a purchase price of $0.38 per Share, for aggregate gross proceeds
• $3.6 m — roceeds to the Company of approximately $3.6 million, before deducting the placement a
• $60,000 — d disbursements of its legal counsel of $60,000. The foregoing descriptions of the Pur
• $3.6 million — s release announcing the pricing of the $3.6 million registered direct offering. The full te

Filing Documents

• ctm-20241222.htm (8-K) — 33KB
• exhibit51-8xk.htm (EX-5.1) — 12KB
• exhibit101-8xk.htm (EX-10.1) — 214KB
• exhibit102-8xk.htm (EX-10.2) — 75KB
• exhibit991-8xk.htm (EX-99.1) — 9KB
• exhibit992-8xk.htm (EX-99.2) — 9KB
• exhibit1021aa.jpg (GRAPHIC) — 10KB
• exhibit511aa.jpg (GRAPHIC) — 4KB
• exhibit9911aa.jpg (GRAPHIC) — 50KB
• exhibit9921a.jpg (GRAPHIC) — 50KB
• 0001628280-24-052385.txt ( ) — 707KB
• ctm-20241222.xsd (EX-101.SCH) — 2KB
• ctm-20241222_lab.xml (EX-101.LAB) — 22KB
• ctm-20241222_pre.xml (EX-101.PRE) — 13KB
• ctm-20241222_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 22, 2024, Castellum, Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with the several institutional investors named on the signature pages thereto (the "Purchasers"), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 9,473,700 shares of common stock (the "Shares") of the Company's common stock ("Common Stock"), par value $0.0001, at a purchase price of $0.38 per Share, for aggregate gross proceeds to the Company of approximately $3.6 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the "Registered Offering"). The 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 December 22, 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 obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed for a period of 60 days following the closing of the offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalent (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The Company has also agreed for a period of six months following the date of the Purchase Agreement not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. Additionally, certain of the Company's directors and officers agreed to be subject to a lock-up period of 60 days following the

01 Other Events

Item 8.01 Other Events. On December 23, 2024, the Company issued a press release announcing the pricing of the $3.6 million registered direct offering. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 23, 2024, the Company issued a second press release announcing the Company's win of an OASIS+ Unrestricted IDIQ contract. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 5.1 Opinion of Lucosky Brookman LLP 10.1 Form of Securities Purchase Agreement dated as of December 22, 2024 10.2 Placement Agency Agreement dated December 22, 2024, by and between Castellum, Inc. and Maxim Group LLC 99.1 Press Release dated December 23, 2024 99.2 Press Release dated December 23, 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: December 26, 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