Castellum, Inc. Files 8-K for Material Agreement

TL;DR

Castellum Inc. signed a big deal on Dec 26th, filing an 8-K. Details to come.

AI Summary

On December 26, 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 operates in management consulting services.

Why It Matters

This 8-K filing indicates a significant development for Castellum, Inc. through a material definitive agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but specific details are not yet provided.

Key Numbers

• 001-41526 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-4079982 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Castellum, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• December 26, 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
• $0 — ommon stock ("Common Stock"), par value $0.0001, at a purchase price of $0.85 per
• $0.85 — r value $0.0001, at a purchase price of $0.85 per Share, for aggregate gross proceeds
• $3.7 m — roceeds to the Company of approximately $3.7 million, before deducting the placement a
• $60,000 — d disbursements of its legal counsel of $60,000. The foregoing descriptions of the Pur
• $3.7 Million — s release announcing the pricing of the $3.7 Million Offering of Common Stock. The full text

Filing Documents

• ctm-20241226.htm (8-K) — 34KB
• exhibit51-8xk123024.htm (EX-5.1) — 12KB
• exhibit101-8xk123024.htm (EX-10.1) — 212KB
• exhibit102-8xk123024.htm (EX-10.2) — 74KB
• exhibit991-8xk123024.htm (EX-99.1) — 9KB
• exhibit992-8xk123024.htm (EX-99.2) — 9KB
• castellumlogo.jpg (GRAPHIC) — 50KB
• exhibit1021a.jpg (GRAPHIC) — 9KB
• exhibit511aa.jpg (GRAPHIC) — 4KB
• 0001628280-24-052536.txt ( ) — 635KB
• ctm-20241226.xsd (EX-101.SCH) — 2KB
• ctm-20241226_lab.xml (EX-101.LAB) — 22KB
• ctm-20241226_pre.xml (EX-101.PRE) — 13KB
• ctm-20241226_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 27, 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 to the Purchasers, in a public offering that included certain additional other purchasers, an aggregate of 4,355,000 shares of common stock (the "Shares") of the Company's common stock ("Common Stock"), par value $0.0001, at a purchase price of $0.85 per Share, for aggregate gross proceeds to the Company of approximately $3.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the "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 27, 2024, related to the 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, pursuant to that certain stock purchase agreement dated December 22, 2024 of t

01 Other Events

Item 8.01 Other Events. On December 26, 2024, the Company issued a press release announcing a proposed public offering of the Company's Common Stock. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 27, 2024, the Company issued a press release announcing the pricing of the $3.7 Million Offering of Common Stock. 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 2 7 , 2024 10.2 Placement Agency Agreement dated December 2 7 , 2024, by and between Castellum, Inc. and Maxim Group LLC 99.1 Press Release dated December 2 6 , 2024 99.2 Press Release dated December 2 7 , 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 30, 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