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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Castellum, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| August 19, 2025 |
Castellum, Inc. and Tradewinds Networks, Inc. Announce Execution of Reseller Agreement Exhibit 99.1 Castellum, Inc. and Tradewinds Networks, Inc. Announce Execution of Reseller Agreement VIENNA, Va., Aug. 19, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (the “Company” and “Castellum”) and Tradewinds Networks, Inc. (“TNI”) are pleased to jointly announce that the Company’s newly formed product subsidiary, Castellum Advanced Technology Products, Inc. has entered into a |
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| August 15, 2025 |
Exhibit 99.1 Castellum, Inc. Announces Aggregate Warrant Exercises Raising Additional Proceeds of Approximately $4.5 Million VIENNA, Va., Aug. 14, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announced today that following CTM’s June 12, 2025 pub |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| August 12, 2025 |
Castellum, Inc. Teams with Quarrio to Provide Trustworthy Agentic AI for Government Exhibit 99.1 Castellum, Inc. Teams with Quarrio to Provide Trustworthy Agentic AI for Government VIENNA, Va., Aug. 12, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or the "Company"), a cybersecurity, electronic warfare, and software services company focused on the federal government, is pleased to announce that it has entered into a reseller agreement with Quarrio Corp |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CAS |
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| August 8, 2025 |
Exhibit 99.1 Castellum, Inc. Reports Record Quarterly Revenue, Improving Profitability, and Additional Debt Reduction with Q2 2025 Results VIENNA, Va., August 8, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or the "Company"), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces its financial results for the sec |
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| August 8, 2025 |
Exhibit 21.1 List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owned Corvus Consulting, LLC (“Corvus”) Virginia 100% Specialty Systems, Inc. (“SSI”) New Jersey 100% Global Technology and Management Resources, Inc. (“GTMR”) Maryland 100% CTM JV, LLC Nevada 1% Castellum Advanced Technology Products, Inc. Nevada 100% |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| August 5, 2025 |
Second Letter Agreement dated August 1, 2025 by and between the Company and Emil Kaunitz Exhibit 10.1 August 1, 2025 Mr. Emil Kaunitz VIA EMAIL Re: Second letter agreement regarding promissory note Dear Emil: This second letter agreement sets forth our agreement regarding your existing $400,000 promissory note issued in August 2021 and owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you (the “Note”). We have agreed as follows: Maturity extension. You have ag |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| August 5, 2025 |
Castellum, Inc. Reduces Principal Balance by $2 Million on Note Payable to Robert Eisiminger Exhibit 99.1 Castellum, Inc. Reduces Principal Balance by $2 Million on Note Payable to Robert Eisiminger VIENNA, Va., Aug. 05, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or "CTM"), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that it has reduced the principal balance on a note payable to |
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| July 14, 2025 |
Castellum, Inc. Publishes Letter to Shareholders Exhibit 99.1 Castellum, Inc. Publishes Letter to Shareholders VIENNA, Va., July 14, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (the “Company” and “Castellum”), a cybersecurity, electronic warfare, and software services and solutions company focused on the federal government, releases this letter to shareholders from Chief Executive Officer (“CEO”), Glen Ives. Dear Fellow Sharehol |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 8, 2025 |
Castellum and Amplitech Group Jointly Announce Execution of Reseller Agreement Exhibit 99.1 Castellum and Amplitech Group Jointly Announce Execution of Reseller Agreement VIENNA, Va., July 08, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (the “Company” and “Castellum”) and AmpliTech Group, Inc. (Nasdaq: AMPG) (“AmpliTech”) are pleased to jointly announce that the Company’s newly formed product subsidiary, Castellum Advanced Technology Products, Inc., has ente |
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| June 24, 2025 |
Castellum, Inc. Announces Creation of New Subsidiary to Focus on Advanced Technology Products Exhibit 99.1 Castellum, Inc. Announces Creation of New Subsidiary to Focus on Advanced Technology Products VIENNA, Va., June 24, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services and solutions company focused on the federal government, today announced the creation of a new wholly owned subsidiary |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 17, 2025 |
Castellum Announces Closing of $5.0 Million Public Offering of Common Stock and Warrants Exhibit 99.1 Castellum Announces Closing of $5.0 Million Public Offering of Common Stock and Warrants VIENNA, Va., June 16, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced the closing of its previously announced public offering of 4,166 |
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| June 13, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 13, 2025 |
, 2025, by and between Castellum, Inc. and Maxim Group LLC Exhibit 10.2 CONFIDENTIAL June 12, 2025 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Dear Mr. Ives, This agreement (the “Agreement”) constitutes the agreement between Castellum, Inc., a Nevada corporation (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best eff |
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| June 13, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2025 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i |
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| June 13, 2025 |
, 2025 by and between Registrant and Nevada Agency and Transfer Company Exhibit 10.3 CASTELLUM, INC. and Nevada Agency and Transfer Company, as Warrant Agent Warrant Agency Agreement Dated as of June 13, 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of June 13, 2025 (“Agreement”), between Castellum, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Nevada Agency and Transfer Company, a corporation organized und |
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| June 13, 2025 |
Exhibit 4.1 COMMON WARRANT TO PURCHASE COMMON STOCK CASTELLUM, INC. Warrant Shares: [l] Issue Date: [l], 2025 CUSIP: ISIN: THIS COMMON WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [l] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closi |
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| June 13, 2025 |
Castellum Announces Pricing of $5.0 Million Public Offering of Common Stock and Warrants Exhibit 99.1 Castellum Announces Pricing of $5.0 Million Public Offering of Common Stock and Warrants VIENNA, Va., June 12, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced the pricing of its public offering of 4,166,667 Units at a publi |
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| June 12, 2025 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| June 11, 2025 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 6, 2025 |
Castellum, Inc. Retires Promissory Note Early Exhibit 99.1 Castellum, Inc. Retires Promissory Note Early VIENNA, Va., June 05, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that it has retired its note payable with the Buckhout Charitable Remainder Trust (the “Buckhout Trust”) 15 mo |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 2, 2025 |
Exhibit 99.1 Castellum, Inc. to Participate in the “2025 Virtual Tech Conference: Discover the Innovations Reshaping Tomorrow” Virtual Conference Presented by Maxim Group LLC on Tuesday, June 3rd – Thursday, June 5th at 9:00 a.m. EDT VIENNA, Va., June 02, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) announces that its Chief Executive Officer, Glen Ives, has been invited to present |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): 5/28/2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 27, 2025 |
Castellum, Inc. Announces Information Concerning 2025 Annual Stockholders Meeting Exhibit 99.1 Castellum, Inc. Announces Information Concerning 2025 Annual Stockholders Meeting VIENNA, Va., May 27, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or "CTM"), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, reminds stockholders that its 2025 annual meeting of stockholders (“2025 Annual Meeti |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2025 |
Castellum, Inc. Reports First Year-Over-Year Organic Revenue Growth with Q1 2025 Results Exhibit 99.1 Castellum, Inc. Reports First Year-Over-Year Organic Revenue Growth with Q1 2025 Results VIENNA, Va., May 09, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. ("Castellum" or the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces certain highlights of its operating results for its first quarter ended |
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| May 9, 2025 |
Exhibit 21.1 List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owned Corvus Consulting, LLC (“Corvus”) Virginia 100% Specialty Systems, Inc. (“SSI”) New Jersey 100% Global Technology and Management Resources, Inc. (“GTMR”) Maryland 100% CTM JV, LLC Nevada 1% |
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| May 9, 2025 |
Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, David T. Bell, Chief Financial Officer of Castellum, Inc. (the “Company”), certify that: (1)I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2025; (2)Based on my knowledge, this report does not contain any untrue statement |
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| May 9, 2025 |
Exhibit 32.2 CERTIFICATION PURSUANT TO TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Castellum, Inc. (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, David T. Bell, Chief Financial Offi |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CA |
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| May 9, 2025 |
Exhibit 32.1 CERTIFICATION PURSUANT TO TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Castellum, Inc. (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Glen R. Ives, Chief Executive Offic |
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| May 9, 2025 |
Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Glen R. Ives, Chief Executive Officer of Castellum, Inc. (the “Company”), certify that: (1)I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2025; (2)Based on my knowledge, this report does not contain any untrue statement |
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| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 21, 2025 |
April 17, 2025 by and between Registrant and Ro Exhibit 10.26 April 17, 2025 Mr. Robert Eisiminger VIA EMAIL Re: Amendment to letter agreement regarding promissory notes Dear Bob: This amendment to the letter agreement dated February 24, 2024 (the “Amended Letter Agreement”) sets forth our agreement regarding your existing $6,000,000 of promissory notes owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you each of which |
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| April 21, 2025 |
Exhibit 99.1 Castellum, Inc. Reduces Principal Balance by $2 Million on Notes Payable to Robert Eisiminger and Extends Maturity Date VIENNA, Va., April 21, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or "CTM"), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that it has entered into an amendme |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| April 15, 2025 |
Castellum, Inc.’s Subsidiary GTMR Adds Professional Services to its Current GSA MAS Contract Exhibit 99.1 Castellum, Inc.’s Subsidiary GTMR Adds Professional Services to its Current GSA MAS Contract VIENNA, VA., April 14, 2025 - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its subsidiary Global Technology and Management Resources, Inc. (“GTMR”) h |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 10, 2025 |
Exhibit 99.1 Castellum, Inc. Alerts Holders of Remaining Warrants Issued as Part of its $4.5 Million Public Offering that Closed on March 19, 2025 of Deadline to Exercise VIENNA, Va., April 10, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, is aler |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| April 4, 2025 |
Amendment dated March 31, 2025 to Employment Agreement dated July 1, 2024 with Jay O. Wright Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”), dated as of March 31, 2025 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”) and Jay O. Wright (“Employee”). RECITALS The Company and Employee entered into that certain employment agreement dated as of July 1, 2024 (the “Employment Agreement”) which provides that it may be renewed for successi |
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| April 4, 2025 |
, 2025 to Employment Agreement Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”), dated as of April 3, 2025 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”) and Glen R. Ives (“Employee”). RECITALS The Company and Employee entered into that certain employment agreement dated as of July 1, 2024 (the “Employment Agreement”) which provides that it may be renewed for successive |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| March 19, 2025 |
Castellum Announces Closing of $4.5 Million Public Offering of Common Stock and Warrants Exhibit 99.1 Castellum Announces Closing of $4.5 Million Public Offering of Common Stock and Warrants VIENNA, VA.- March 19, 2025 - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced the closing of its previously announced public offering of 4,500,000 Units at a |
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| March 18, 2025 |
Castellum Announces Pricing of $4.5 Million Public Offering of Common Stock and Warrants Exhibit 99.2 Castellum Announces Pricing of $4.5 Million Public Offering of Common Stock and Warrants VIENNA, Va., Mar. 16, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced the pricing of its previously announced public offering of 4,500 |
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| March 18, 2025 |
Exhibit 4.1 COMMON WARRANT TO PURCHASE COMMON STOCK CASTELLUM, INC. Warrant Shares: [l] Issue Date: [l], 2025 CUSIP: ISIN: THIS COMMON WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [l] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closi |
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| March 18, 2025 |
Castellum, Inc.’s Subsidiary Achieves CMMI Level 3 Appraisal Exhibit 99.3 Castellum, Inc.’s Subsidiary Achieves CMMI Level 3 Appraisal VIENNA, Va., March 17, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its subsidiary Global Technology and Management Resources, Inc (“GTMR”) has been appraise |
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| March 18, 2025 |
Castellum Announces Proposed Offering of Common Stock and Warrants Exhibit 99.1 Castellum Announces Proposed Offering of Common Stock and Warrants VIENNA, Va., March 14, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” or “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced that it intends to offer and sell shares of its common stock and warrants exercisable |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| March 18, 2025 |
Exhibit 10.3 CASTELLUM, INC. and Nevada Agency and Transfer Company, as Warrant Agent Warrant Agency Agreement Dated as of March 17, 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of March 17, 2025 (“Agreement”), between Castellum, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Nevada Agency and Transfer Company, a corporation organized u |
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| March 18, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2025 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| March 18, 2025 |
lacement Agency Agreement dated March 16, 2025 by and between Registrant and Maxim Group LLC Exhibit 10.2 CONFIDENTIAL March 16, 2025 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Dear Mr. Ives, This agreement (the “Agreement”) constitutes the agreement between Castellum, Inc., a Nevada corporation (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best ef |
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| March 17, 2025 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| March 14, 2025 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| March 12, 2025 |
Exhibit 99.1 Castellum, Inc. Hires Tanya Bassett as Vice President of Business Development and Capture Management; Reinforces Strategic Commitment to Organic Growth VIENNA, Va., March 12, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Castellum" or "CTM"), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces the |
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| March 11, 2025 |
Castellum, Inc. Insider Trading Policy Revised and adopted by the Board of Directors on November 9, 2023 I. Purpose Castellum, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, and employees comply with the insider trading laws and to prevent even the appearance of improper insider trading. II. Scope A. This Policy applies to all director |
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| March 11, 2025 |
Exhibit 21.1 List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owned Corvus Consulting, LLC (“Corvus”) Virginia 100% Specialty Systems, Inc. (“SSI”) New Jersey 100% Global Technology and Management Resources, Inc. (“GTMR”) Maryland 100% |
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| March 11, 2025 |
Castellum, Inc. Compensation Clawback Policy Revised and adopted by the Board of Directors on November 9, 2023 Each current or former executive officer shall repay or forfeit, to the fullest extent permitted by law and as directed by the independent members of the Board of Directors as identified pursuant to applicable exchange listing standards (“Independent Directors”) of Castellum, Inc. (“Compa |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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| February 28, 2025 |
Castellum, Inc. Announces 2024 Unaudited Financial Results Exhibit 99.1 Castellum, Inc. Announces 2024 Unaudited Financial Results VIENNA, VA.- February 28, 2025 - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “the Company”), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces certain unaudited highlights of its operating results for its year ended December 31, 2024. Revenue for 2024 was $ |
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| February 28, 2025 |
Castellum Announces the Award of a $103.3 million Contract to its GTMR Subsidiary Exhibit 99.2 Castellum Announces the Award of a $103.3 million Contract to its GTMR Subsidiary VIENNA, VA., February 28, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its Global Technology and Management Resources, Inc. (“GTMR”) sub |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 28, 2025 |
EXHIBIT 10.25 Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. Page 1 of 44 Section B - Supplies or Services and Prices ITEM NO SUPPLIES/SERVICES MAX QUANTITY UNIT UNIT PRICE MAX AMOUNT 1000 16,000 Each $25,000.00 $400,000,000.00 CLINs 1000-1 |
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| February 25, 2025 |
Castellum, Inc. Announces Its GTMR Subsidiary Has Been Selected as a SCI MAC Vendor Exhibit 99.1 Castellum, Inc. Announces Its GTMR Subsidiary Has Been Selected as a SCI MAC Vendor VIENNA, Va., Feb. 25, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its Global Technology and Management Resources, Inc. (“GTMR”) subsi |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 23, 2025 |
Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 January 23, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Castellum, Inc. Registration Statement on Form S-3 (File No. 333-284205) Ladies and Gentlemen: In accordance with Rule 460 and 461 of the Securities Act of 1933, a |
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| January 22, 2025 |
Exhibit 4.4 CASTELLUM, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2025 DEBT SECURITIES CASTELLUM, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2025 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applicable § 312( |
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| January 22, 2025 |
As filed with the Securities Exchange Commission on January 22, 2025 As filed with the Securities Exchange Commission on January 22, 2025 Registration No. |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| January 14, 2025 |
Castellum Announces the Award of a $3.2 million Contract to its Specialty Systems, Inc. Subsidiary Exhibit 99.1 Castellum Announces the Award of a $3.2 million Contract to its Specialty Systems, Inc. Subsidiary VIENNA, Va., January 14, 2025 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its Specialty Systems, Inc. subsidiary has been awarded a |
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| January 10, 2025 |
As filed with the Securities Exchange Commission on January 10, 2025 As filed with the Securities Exchange Commission on January 10, 2025 Registration No. |
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| January 10, 2025 |
Exhibit 3.3 Amendment to Amended and Restated Articles of Incorporation of Castellum, Inc. a Nevada corporation Section (C)(3)(a) of Article III is hereby amended and restated in its entirety as follows: Each Series A Holder shall have the right, at its option, at any time and from time to time, upon written notice to the Corporation, to convert any outstanding shares of Series A Preferred Stock h |
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| January 10, 2025 |
Exhibit 3.1 Amended and Restated Articles of Incorporation of Castellum, Inc. a Nevada corporation ARTICLE I The name of the corporation is Castellum, Inc. (the “Corporation”). ARTICLE II The Corporation may engage in any lawful activity. ARTICLE III A. Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock. |
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| January 10, 2025 |
mendment to Amended and Restated A Exhibit 3.2 Amendment to Amended and Restated Articles of Incorporation of Castellum, Inc. a Nevada corporation Article III of Castellum, Inc.’s Amended and Restated Articles of Incorporation is amended to read as follows: A reverse stock split of 1 post-split share of Common Stock for each twenty (20) shares of Common Stock outstanding or held in treasury immediately prior to such time, shall be |
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| January 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Castellum, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2)(4) Maximum Aggregate Offering Price(2)(3)(4) Fee Rate Amoun |
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| January 8, 2025 |
Castellum, Inc.’s SBA Protégés Successfully Onboard to SeaPort-NxG Contract Exhibit 99.1 Castellum, Inc.’s SBA Protégés Successfully Onboard to SeaPort-NxG Contract VIENNA, Va., January 8, 2025 - Castellum, Inc. (NYSE-American: CTM) (“Castellum”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that it has successfully helped onboard its two Small Business Administration (“SBA”) approved mentor-pr |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| December 30, 2024 |
, 2024, by and between Castellum, Inc. and Maxim Group LLC Exhibit 10.2 CONFIDENTIAL December 27, 2024 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Dear Mr. Ives, This agreement (the “Agreement”) constitutes the agreement between Castellum, Inc., a Nevada corporation (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best |
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| December 30, 2024 |
Castellum, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Castellum, Inc. Announces Proposed Public Offering of Common Stock VIENNA, Va., Dec. 26, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (the “Company” or “Castellum”), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces that it intends to offer and sell shares of its common stock in a public offering. Castellum |
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| December 30, 2024 |
Castellum, Inc. Announces Pricing of $3.7 Million Public Offering of Common Stock Exhibit 99.2 Castellum, Inc. Announces Pricing of $3.7 Million Public Offering of Common Stock VIENNA, Va., Dec. 27, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company” and “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced the pricing of its previously announced public offering of 4,355,000 sh |
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| December 30, 2024 |
Form of Securities Purchase Agreement dated as of December 2 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2024 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 30, 2024 |
Castellum, Inc. 4,355,000 Shares of Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated December 12, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| December 27, 2024 |
Castellum, Inc. Shares of Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated December 12, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| December 26, 2024 |
Castellum, Inc. Announces Pricing of $3.6 Million Registered Direct Offering Exhibit 99.1 Castellum, Inc. Announces Pricing of $3.6 Million Registered Direct Offering VIENNA, Va., Dec. 23, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced that it has entered into a securities purchase agreement with several institutional investor |
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| December 26, 2024 |
Castellum, Inc. Wins OASIS+ Unrestricted IDIQ Contract Exhibit 99.2 Castellum, Inc. Wins OASIS+ Unrestricted IDIQ Contract VIENNA, Va., Dec. 23, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that its subsidiary Specialty Systems, Inc., teaming with Castellum’s other two subsidiaries Corvus Consulting |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 26, 2024 |
Form of Securities Purchase Agreement dated as of December 22, 2024 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2024 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| December 26, 2024 |
Exhibit 10.2 CONFIDENTIAL December 22, 2024 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Dear Mr. Ives, This agreement (the “Agreement”) constitutes the agreement between Castellum, Inc., a Nevada corporation (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best |
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| December 23, 2024 |
Castellum, Inc. 9,473,700 Shares of Common Stock 424B5 1 castelluminc424b5dec2024.htm 424B5 PROSPECTUS SUPPLEMENT (To Prospectus dated December 12, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. 333-275840 Castellum, Inc. 9,473,700 Shares of Common Stock We are offering to institutional investors 9,473,700 shares of common stock, par value $0.0001 per share (“Common Stock”), in this offering. Each share of Common Stock is being sold at |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4152 |
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| November 13, 2024 |
Exhibit 21.1 List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owned Corvus Consulting, LLC (“Corvus”) Virginia 100% Specialty Systems, Inc. (“SSI”) New Jersey 100% Global Technology and Management Resources, Inc. (“GTMR”) Maryland 100% |
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| November 4, 2024 |
Castellum, Inc. Announces $11.6 Million Higher Sequential Revenue and Gross Profits for Q3 2024 Exhibit 99.1 Castellum, Inc. Announces $11.6 Million Higher Sequential Revenue and Gross Profits for Q3 2024 VIENNA, Va., Nov. 04, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. ("Castellum" or the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces certain highlights of its operating results for its third quarte |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| September 24, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 24, 2024 |
Castellum, Inc. Announces $4.1 Million First New Contract Win with its Protégé, Epic Systems, Inc. Exhibit 99.1 Castellum, Inc. Announces $4.1 Million First New Contract Win with its Protégé, Epic Systems, Inc. VIENNA, Va., Sept. 24, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) (“Castellum”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces that teaming with its protégé Epic Systems, Inc. (“Epic”), a new |
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| September 4, 2024 |
ulting, LLC, Mainnerve Federal Services, Inc. Exhibit 10.1 LOB # 115-778 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made effective as of this 15th day of August, 2024 (the “Effective Date”), by and among CASTELLUM, INC., SPECIALTY SYSTEMS, INC., CORVUS CONSULTING, LLC, MAINNERVE FEDERAL SERVICES, INC., and GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., their respective successors and assigns (jointly |
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| September 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 3, 2024 |
Castellum, Inc. Promotes Drew Merriman to Chief Operating Officer Exhibit 99.1 Castellum, Inc. Promotes Drew Merriman to Chief Operating Officer VIENNA, Va., Sept. 03, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) ("Company") (“Castellum”), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces Andrew (“Drew”) Merriman’s promotion to Chief Operating Officer (“COO”), effective September 1, 20 |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CAS |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| August 9, 2024 |
Exhibit 99.1 Castellum, Inc. Announces Higher Sequential Revenue, Positive Adjusted EBITDA, and Smaller Net Loss for Q2 2024 Vienna, VA.- August 9, 2024 - Castellum, Inc. ("Castellum" or the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces highlights of its operating results for its second quarter ended |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 22, 2024 |
Castellum, Inc. Announces Strategic Alliance with K2 EXHIBIT 99.1 Castellum, Inc. Announces Strategic Alliance with K2 VIENNA, Va., July 22, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. ("Castellum" or the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software engineering services Company focused on the federal government, is pleased to announce a new strategic alliance with Krilla Kaleiwahea, LLC ("K2"). The strategic allianc |
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| July 17, 2024 |
EXHIBIT 99.1 VIENNA, Va., July 17, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (the "Company" or "Castellum") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, releases this letter to shareholders from Chief Executive Officer ("CEO"), Glen Ives. Dear Fellow Shareholders: This letter represents my first formal communication with |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 10, 2024 |
Castellum, Inc. Retires Bank Term Loan Early EX-99.1 2 exhibit991-pressreleasejul.htm EX-99.1 EXHIBIT 99.1 Castellum, Inc. Retires Bank Term Loan Early Vienna, VA.- July 10, 2024 - Castellum, Inc. (the "Company" or “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces that it has retired its term loan with Live Oak Banking Company (“Live Oak Bank”) a |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 3, 2024 |
Employment Agreement dated July 1, 2024 by and between the Registrant and Glen R. Ives EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1, 2024 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”), and Glen R. Ives (“Employee”). RECITALS A. The Company and Employee desire to enter into this Agreement relating to Employee’s employment by the Company. B. In addition to the capitalized terms defined elsewhere in this |
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| July 3, 2024 |
Employment Agreement dated July 1, 2024 by and between the Registrant an EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1, 2024 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”), and Jay O. Wright (“Employee”). RECITALS A. The Company and Employee desire to enter into this Agreement relating to Employee’s employment by the Company. B. In addition to the capitalized terms defined elsewhere in this |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 6, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 6, 2024 |
Castellum, Inc. Continues to Reduce Debt Exhibit 99.1 Castellum, Inc. Continues to Reduce Debt VIENNA, Va., June 06, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (the "Company" or "Castellum") (NYSE-American: CTM) ($CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces that it has made its 34th consecutive monthly term loan payment to Live Oak Banking Company ("Live Oak”). Castel |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 29, 2024 |
Castellum, Inc. Announces Leadership Changes Exhibit 99.1 Castellum, Inc. Announces Leadership Changes Vienna, VA.- May 29, 2024 - Castellum, Inc. (the "Company" or “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces two leadership changes. Mark Fuller, co-founder of Castellum and Chief Executive Officer (“CEO”), will be stepping down as CEO effect |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CA |
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| May 15, 2024 |
Castellum, Inc. Announces First Quarter Financial Results Exhibit 99.1 Castellum, Inc. Announces First Quarter Financial Results Vienna, VA.- May 15, 2024 - Castellum, Inc. (the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces highlights of its operating results for its first quarter ended March 31, 2024. Revenue for the first quarter of 2024 was $11.3 million |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 18, 2024 |
Castellum, Inc. Announces New Strategic Alliance Exhibit 99.1 Castellum, Inc. Announces New Strategic Alliance VIENNA, Va,, April 18, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces a new strategic alliance between its subsidiary Specialty Systems, Inc. (“SSI”) (www.specialtysystems.com) and Epic Systems, Inc. |
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| April 18, 2024 |
CASTELLUM, INC. 8,437,501 Shares of Common Stock Filed Pursuant to Rule 424(b)(2) Registration No. 333-278553 PROSPECTUS CASTELLUM, INC. 8,437,501 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 8,437,501 shares (the “Shares”) of our Common Stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $0.35 per share, by the selling stockholders identified in this prospectus under “Selling |
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| April 18, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| April 16, 2024 |
Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 Castellum, Inc. 1934 Old Gallows Road, Suite 350 Vienna, VA 22182 April 16, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Castellum, Inc. Registration Statement on Form S-3 (File No. 333-278553) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended, |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 Registration No. |
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| April 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Company Name (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common stock, par value $0. |
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| March 21, 2024 |
Castellum, Inc. Insider Trading Policy Revised and adopted by the Board of Directors on November 9, 2023 I. Purpose Castellum, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, and employees comply with the insider trading laws and to prevent even the appearance of improper insider trading. II. Scope A. This Policy applies to all director |
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| March 21, 2024 |
List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owner Corvus Consulting, LLC (Corvus) Delaware 100% Mainnerve Federal Services, Inc. (MFSI) Delaware 100% Specialty Systems, Inc. (SSI) New Jersey 100% Global Technology and Management Resources, Inc. (GTMR) Maryland 100% |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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| March 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File N |
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| March 21, 2024 |
Castellum, Inc. Announces 2023 Financial Results Exhibit 99.1 Castellum, Inc. Announces 2023 Financial Results BETHESDA, MD., March 21, 2024 - Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announces its results for the year ended December 31, 2023. Revenue for 2023 was a record $45.2 million, up from $42.2 million in 2022. Net loss, includin |
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| March 21, 2024 |
Castellum, Inc. Compensation Clawback Policy Revised and adopted by the Board of Directors on November 9, 2023 Each current or former executive officer shall repay or forfeit, to the fullest extent permitted by law and as directed by the independent members of the Board of Directors as identified pursuant to applicable exchange listing standards (“Independent Directors”) of Castellum, Inc. (“Compa |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CASTELLUM, INC. (Name of Registrant as Specified |
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| February 23, 2024 |
Castellum Announces Closing of $4 million revolver with Live Oak Bank Exhibit 99.1 Castellum Announces Closing of $4 million revolver with Live Oak Bank BETHESDA, Md., February 23, 2024 - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces that it has closed its previously announced $4 million financing with Live Oak Bank. Castellum, Inc. ("Castellum") n |
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| February 23, 2024 |
EXHIBIT 10.6 AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”); CASTELLUM, INC., a Nevada corporation |
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| February 23, 2024 |
Letter Agreement dated February 22, 2024 by and between Registrant and Robert Eisiminger EXHIBIT 10.7 [On Castellum Letterhead] February 22, 2024 Mr. Robert Eisiminger VIA EMAIL Re: Letter Agreement regarding promissory notes Dear Bob: This Letter Agreement sets forth our agreement regarding your existing $6,400,000 of promissory notes owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you. We have agreed as follows: 1. $5.6 million note. You have agreed to ext |
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| February 23, 2024 |
EXHIBIT 10.8 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS |
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| February 23, 2024 |
Letter Agreement dated February 22, 2024 by and between Registrant and Emil Kaunitz EXHIBIT 10.9 February 16, 2024 Mr. Emil Kaunitz VIA EMAIL Re: Letter Agreement regarding extending your promissory note Dear Emil: This Letter Agreement sets forth our agreement regarding your existing $400,000 promissory note issued in August 2021 and owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you (the “Note”). We have agreed as follows: 1. Maturity extension. You |
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| February 23, 2024 |
EXHIBIT 10.5 AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”), CASTELLUM, INC., a Nevada corporation |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 23, 2024 |
EXHIBIT 10.4 AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”), CASTELLUM, INC., a Nevada corporation |
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| February 23, 2024 |
EXHIBIT 10.1 EXECUTION COPY THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. REVOLVING LINE OF CREDIT PROMISSORY NOTE $4,000,000.00 February 22, 2024 FOR VALUE RECEIVED, the undersigned, CASTELLUM, INC., a Nevada corporation, SPECIA |
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| February 23, 2024 |
EXHIBIT 10.3 AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”), CASTELLUM, INC., a Nevada corporation |
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| February 23, 2024 |
EXHIBIT 10.2 EXECUTION COPY LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made this 22 day of February, 2024, by and between CASTELLUM, INC., a Nevada corporation (“Castellum”), SPECIALTY SYSTEMS, INC., a New Jersey corporation (“Specialty Systems”), CORVUS CONSULTING, LLC, a Delaware limited liability company d/b/a Corvus Defense Consulting LLC (“Corvus”), MAI |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CASTELLUM, INC. (Name of Registrant as Specified |
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| January 30, 2024 |
Exhibit 99.1 BETHESDA, Md., Jan. 29, 2024 (GLOBE NEWSWIRE) - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government today announced the closing of its previously announced registered direct offering, consisting of the sale of 8,437,501 shares of common stock (or pre-funded warrants in lieu thereof). |
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| January 30, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| January 29, 2024 |
Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CASTELLUM, INC. Warrant Shares: [ l ] Issue Date and Initial Exercise Date: [ l ], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim |
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| January 29, 2024 |
Securities Purchase Agreement dated as of January 24, 2024 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2024 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| January 29, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 29, 2024 |
Castellum Announces Pricing of $2.7 Million Registered Direct Offering Exhibit 99.1 Castellum Announces Pricing of $2.7 Million Registered Direct Offering BETHESDA, Md., January 25, 2024 - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government today announced that it has entered into a securities purchase agreement with an institutional investor to purchase 8,437,501 s |
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| January 29, 2024 |
Exhibit 10.2 CONFIDENTIAL January 25, 2024 Mark C. Fuller, Chief Executive Officer Jay O. Wright, Vice-Chairman & General Counsel Castellum, Inc. 3 Bethesda Metro Center, Suite 700 Bethesda, MD 20814 Dear Mr. Fuller, This agreement (the “Agreement”) constitutes the agreement between Castellum, Inc., a Nevada corporation (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Ma |
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| January 29, 2024 |
PROSPECTUS SUPPLEMENT (To Prospectus dated December 12, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| December 8, 2023 |
Castellum, Inc. 3 Bethesda Metro Center, Suite 700 Bethesda, MD 20814 Castellum, Inc. 3 Bethesda Metro Center, Suite 700 Bethesda, MD 20814 December 8, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Castellum, Inc. Registration Statement on Form S-1 (File No. 333-275840) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as am |
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| December 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Castellum, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2)(4) Maximum Aggregate Offering Price(2)(3)(4) Fee Rate Amoun |
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| December 1, 2023 |
As filed with the Securities Exchange Commission on December 1, 2023 As filed with the Securities Exchange Commission on December 1, 2023 Registration No. |
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| December 1, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 13, 2023, by and between Castellum, Inc., a Nevada corporation (the “Company”), and Crom Cortana Fund LLC, a Delaware limited liability company (the “Investor”). BACKGROUND A.The board of directors (the |
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| December 1, 2023 |
Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL |
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| November 27, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 27, 2023 |
Castellum, Inc. Announces Execution of Debt Term Sheet Exhibit 99.1 Castellum, Inc. Announces Execution of Debt Term Sheet BETHESDA, MD., November 27, 2023 - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces that it has signed a non-binding $4 million debt term sheet with a significant regional bank. The closing of the debt financing is |
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| November 14, 2023 |
Castellum, Inc. Announces Third Quarter Financial Results Exhibit 99.1 Castellum, Inc. Announces Third Quarter Financial Results BETHESDA, MD.- November 14, 2023 - Castellum, Inc. (the "Company") (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces highlights of its operating results for its third quarter ended September 30, 2023. Third Quarter 2023 Financial Highlights •Rev |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4152 |
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| October 31, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| October 31, 2023 |
Castellum, Inc. Announces Bob Eisiminger, as Senior Advisor Exhibit 99.1 Castellum, Inc. Announces Bob Eisiminger, as Senior Advisor POTOMAC, Md., Oct. 31, 2023 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM) announces Bob Eisiminger has joined the Company in the role of Senior Advisor. Mr. Eisiminger will focus on the organic growth of the business as the Company continues to grow its pipeline of new business opportunities and submitted proposals. |
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| October 20, 2023 |
Castellum, Inc. Announces 2024 Budget Targets and Strategic Initiatives Exhibit 99.1 Castellum, Inc. Announces 2024 Budget Targets and Strategic Initiatives BETHESDA, Md., Oct. 20, 2023 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE-American: CTM), a cybersecurity and software services company focused on the federal government, announces its 2024 budget targets and some corporate strategic initiatives. Mark Fuller, President and Chief Executive Officer of Castellum, said: “ |
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| October 20, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| August 29, 2023 |
Castellum Announces the Award of a $3 million Contract to its Specialty Systems, Inc. Subsidiary Exhibit 99.1 Castellum Announces the Award of a $3 million Contract to its Specialty Systems, Inc. Subsidiary Potomac, Maryland – August 29, 2023 – Castellum, Inc. (NYSE-American: CTM) (“Castellum”) announces that its Specialty Systems, Inc. subsidiary has been awarded a $3 million, 14-month U.S. Navy contract. With this contract, Castellum furthers the commitment to its U.S. Navy mission. “This i |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CAS |
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| August 14, 2023 |
Castellum, Inc. Announces Strong Second Quarter Financial Results Exhibit 99.1 Castellum, Inc. Announces Strong Second Quarter Financial Results BETHESDA, MD., August 14, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare company focused on the federal government, announces highlights of its operating results for its second quarter ended June 30, 2023. Second Quarter 2023 Financial Highlights • Re |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| July 31, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| July 31, 2023 |
Castellum Generates Record Quarterly Revenue; Higher Cash Balance Exhibit 99.1 Castellum Generates Record Quarterly Revenue; Higher Cash Balance July 31, 2023 06:45 ET| Source: Castellum, Inc. BETHESDA, Md., July 31, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (“Castellum” or the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, is pleased to announce that its revenue for the second quarter of |
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| June 30, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| June 30, 2023 |
Castellum, Inc. Generates Record Monthly Revenue Exhibit 99.1 Castellum, Inc. Generates Record Monthly Revenue BETHESDA, Md., June 30, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it had a record month for revenue in May 2023. “We produced a record $4.25 million in unaudited revenue for May,” said Mark Fuller |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| June 27, 2023 |
Castellum, Inc. Formally Joins Russell Microcap Index; Comments on Recent Stock Trading Volume Exhibit 99.1 Castellum, Inc. Formally Joins Russell Microcap Index; Comments on Recent Stock Trading Volume June 26, 2023 06:45 ET| Source: Castellum, Inc.Follow BETHESDA, Md., June 26, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, is pleased to announce that it has officially |
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| June 14, 2023 |
Castellum, Inc. Announces More Aggressive Cost Reduction Plan; Comments on Stock Trading Price Exhibit 99.1 Castellum, Inc. Announces More Aggressive Cost Reduction Plan; Comments on Stock Trading Price BETHESDA, MD., June 14, 2023 — Castellum, Inc. (the “Company”) (NYSE American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it has increased its targeted cost reductions to $8.2 million from the previously announced $6 millio |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| June 5, 2023 |
Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statements Castellum, Inc. and Global Technology and Management Resources, Inc. The following unaudited pro forma condensed combined financial information, which incorporates the operating results of Castellum, Inc. ("Castellum", “our”, and the "Company"), and Global Technology and Management Resources, Inc. (“GTMR”) is presented for th |
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| June 5, 2023 |
Independent Auditor's Report (continued) Exhibit 99.1 GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC. AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2022 Global Technology and Management Resources, Inc. Table of Contents Page Independent Auditor's Report 1 - 3 Audited Financial Statements Balance Sheet 4 - 5 Statement of Operations 6 Statement of Stockholders' Equity 7 Statement of Cash Flows 8 - 9 Notes to Financial Statements 10 - 23 Indep |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 30, 2023 |
Castellum, Inc. Set to Join Russell Microcap® Index Exhibit 99.1 Castellum, Inc. Set to Join Russell Microcap® Index BETHESDA, MD., May 30, 2023- Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company, today announced that it is set to join the Russell Microcap® Index at the conclusion of the 2023 Russell indexes annual reconstitution, effective after the U.S. market closes on June 23, 2023, ac |
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| May 26, 2023 |
Castellum, Inc. Announces $6 million Cost Reduction Plan Exhibit 99.1 Castellum, Inc. Announces $6 million Cost Reduction Plan BETHESDA, MD., May 26, 2023 — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it is undertaking a cost reduction effort targeting at least $6 million per year in cash and non-cash indirect costs, general and administra |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 25, 2023 |
Exhibit 99.1 Set forth below are the remarks in the form substantially made by Bernard Champoux, in advance of the Company’s 2023 Annual Stockholders Meetings. My name is Bernie Champoux, the Chair of Castellum, Inc. and I would like to welcome everyone to the Company’s 2023 Annual Meeting of Stockholders. Before we get around to the business of voting, I would like to take just a minute to offer |
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| May 25, 2023 |
Castellum, Inc. Announces Information Concerning 2023 Annual Stockholders Meeting Exhibit 99.2 Castellum, Inc. Announces Information Concerning 2023 Annual Stockholders Meeting BETHESDA, MD., MAY 24, 2023- Castellum, Inc. (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, reminds stockholders that its 2023 annual meeting of stockholders (“2023 Annual Meeting”) will be held on Thursday, May 25, 2023 at 10:00 a.m. (eas |
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| May 15, 2023 |
Exhibit 99.1 Castellum, Inc. Announces First Quarter Financial Results and Provides Forward Guidance BETHESDA, MD., May 15, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announces highlights of its operating results for its first quarter ended Ma |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41526 CA |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 12, 2023 |
Castellum, Inc. Provides Year in Review & Announces Date of 2023 Annual Meeting Exhibit 99.1 Castellum, Inc. Provides Year in Review & Announces Date of 2023 Annual Meeting BETHESDA, MD., May 11, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, is proud to share a year-in-review highlighting the Company's significant milestones and progress over the last twe |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| April 26, 2023 |
Castellum, Inc. Announces Initiation of “Buy” Rating by EF Hutton Exhibit 99.1 Castellum, Inc. Announces Initiation of “Buy” Rating by EF Hutton BETHESDA, MD.— April 26, 2023 — Castellum, Inc. (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that EF Hutton has initiated research coverage of Castellum with a “Buy” rating. “We are excited to have research coverage initiated by EF Hutton,” sa |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 6, 2023 |
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant Exhibit 3.1 Amendment to Amended and Restated Articles of Incorporation of Castellum, Inc. a Nevada corporation Section (C)(3)(a) of Article III is hereby amended and restated in its entirety as follows: Each Series A Holder shall have the right, at its option, at any time and from time to time, upon written notice to the Corporation, to convert any outstanding shares of Series A Preferred Stock h |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| March 28, 2023 |
Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc. Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executed this 22nd day of March, 2023 Maryland corporation (the “Company”), James Morton (the “Executive”), and solely with respect to Section 5(c), Castellum, Inc., a Nevada corporation (the “Parent”). RECITALS: WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of March 22, 2023, by and among the Parent, |
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| March 28, 2023 |
Exhibit 21.1 List of Subsidiaries Castellum, Inc. Subsidiary Name State of Organization Percentage Owned Corvus Consulting, LLC Virginia 100% Mainnerve Federal Services, Inc. (MFSI) Delaware 100% Merrison Technologies, LLC (Merrison) Virginia 100% Specialty Systems, Inc. (SSI) New Jersey 100% Global Technology and Management Resources, Inc. Maryland 100% |
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| March 28, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER made and entered into as of March 22, 2023, by and among CASTELLUM, INC., GTMR MERGER SUB, INC., GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., THE STOCKHOLDERS NAMED HEREIN, and THE STOCKHOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Effective Time 2 Section 1.3 Governing Documents; Officers and Dire |
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| March 28, 2023 |
Exhibit 10.2 RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is being entered into as of March , 2023, by []1, individually (the “Restricted Party”), in favor of and for the benefit of Global Technology and Management Resources, Inc., a Maryland corporation (the “Company”), Castellum, Inc., a Nevada corporation (the “Parent”), and each of the Parent’s and the |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| March 28, 2023 |
Exhibit 99.1 CASTELLUM, INC. ANNOUNCES CLOSING OF GTMR ACQUISITION MARCH, 23, 2023 BETHESDA, Md., March 23, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it has closed its previously announced acquisition of Global Technologies Management Resources, Inc. (“GTMR”), a $10 million |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| March 20, 2023 |
Castellum, Inc. Announces Date of 2023 Annual Shareholders Meeting Exhibit 99.1 Castellum, Inc. Announces Date of 2023 Annual Shareholders Meeting Bethesda, Maryland – March 20, 2023 – Castellum, Inc. (NYSE-American: CTM) announces its 2023 annual meeting of stockholders (“2023 Annual Meeting”) will be held on May 25, 2023 and that stockholders of record as of the close of business on March 31, 2023 will be entitled to notice of, and to vote at, the annual meetin |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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| March 1, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| March 1, 2023 |
Castellum, Inc. Announces Record Annual Results Exhibit 99.1 Castellum, Inc. Announces Record Annual Results BETHESDA, MD., March 1, 2023 - Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announces record unaudited results for the year ended December 31, 2022. Unaudited Revenue for 2022 was a record $42.2 million, up approximately 68% |
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| February 23, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 23, 2023 |
CTM / Castellum Inc / Crom Cortana Fund LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CASTELLUM, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 14838T204 (CUSIP Number) October 12, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 16, 2023 |
Pay-Off Letter Agreement by and between Registrant and Crom Cortana Fund LLC dated February 13, 2023 Exhibit 10.2 February 13, 2023 VIA ELECTRONIC MAIL Castellum, Inc. 3 Bethesda Metro Center Suite 700 Bethesda, MD 20184 Attention: Jay Wright Re: Pay-Off Letter Agreement – Convertible Promissory Note Dear Jay: Reference is made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 4, 2022, by and between Castellum, Inc., a Nevada corporation (the “Company”) a |
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| February 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of inco |
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| February 16, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 13, 2023, by and between Castellum, Inc., a Nevada corporation (the “Company”), and Crom Cortana Fund LLC, a Delaware limited liability company (the “Investor”). BACKGROUND A. The board of directors (th |
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| February 16, 2023 |
Exhibit 4.1 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL |
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| February 16, 2023 |
Castellum, Inc. Announces $500,000 Equity Financing To Support Acquisition Exhibit 99.1 Castellum, Inc. Announces $500,000 Equity Financing To Support Acquisition Bethesda, Maryland – February 15, 2023 – Castellum, Inc. (NYSE-American: CTM) announces that it has raised $500,000 of equity financing, reduced its total debt by $50,000, and extended the maturity date of $840,000 of debt previously due in April 2023 to February 2024 in a series of transactions with Crom Corta |
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| January 24, 2023 |
Castellum, Inc. Announces the Award of NAVAIR Contract for ALRE V2MMS EX-99.1 2 lb080ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Castellum, Inc. Announces the Award of NAVAIR Contract for ALRE V2MMS Bethesda, Maryland – January 23, 2023 – Castellum, Inc. (NYSE-American: CTM) announces the award of the NAVAIR Aircraft Launch & Recovery Equipment (ALRE) V2 Maintenance Management System (V2MMS) contract to its subsidiary Specialty Systems, Inc. (SSI). This award extends the d |
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| January 24, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incor |
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| January 19, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incor |
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| January 19, 2023 |
Castellum, Inc. Announces Alan R. Lynn to Join Advisory Board Exhibit 99.1 Castellum, Inc. Announces Alan R. Lynn to Join Advisory Board Castellum, Inc. (NYSE American: CTM) announces Alan “Al” Lynn has joined the Company’s Advisory Board - http://castellumus.com/ POTOMAC, Md., Jan. 13, 2023 (GLOBE NEWSWIRE) - Castellum, Inc. (NYSE American: CTM) announces Alan “Al” Lynn has joined the Company’s Advisory Board. Castellum’s Advisory Board seats experienced bu |
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| January 18, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of incor |
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| January 18, 2023 |
Castellum, Inc. Announces Signing of Non-binding LOI for East Coast Government Contractor EX-99.1 2 Ib073ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Castellum, Inc. Announces Signing of Non-binding LOI for East Coast Government Contractor BETHESDA, MD., January 18, 2023— Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announces that it has signed a non-binding letter of intent to ac |
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| December 21, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction (Commission (IRS Employer of inco |
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| December 21, 2022 |
Castellum, Inc. Provides Shareholders and Prospective Shareholders a Year-End Update Exhibit 99.1 Castellum, Inc. Provides Shareholders and Prospective Shareholders a Year-End Update Bethesda, Md. ? December 21, 2022 ? Consistent with its requirements under Regulation FD, Castellum, Inc. (NYSE-American: CTM) provides the following information from CEO Mark Fuller for its shareholders, prospective shareholders, and other stakeholders. Dear Fellow Shareholders: As we approach the en |
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| December 14, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 14, 2022 |
Exhibit 99.1 Castellum Announces That It Is One of The Winners Of The $900 million Air Force Architecture and Integration Directorate Multiple Award Indefinite Delivery/Indefinite Quantity Contract (AFLCMC/XA) (MAC IDIQ) Potomac, Maryland – December 12, 2022 – Castellum, Inc. (NYSE: CTM) is pleased to announce that it is one of the winners of the Architecture and Integration Directorate Multiple A |
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| December 9, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission File |
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| December 9, 2022 |
Castellum, Inc. Announces Insider Open-Market Stock Purchases EX-99.1 2 lb073ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Castellum, Inc. Announces Insider Open-Market Stock Purchases BETHESDA, MD., December 7, 2022 - Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announced today that Mark C. Fuller, Chief Executive Officer, David T. Bell, |
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| November 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 CASTELLUM, INC. (Exact name of Registrant as specified in its charter) Nevada 001-41526 27-4079982 (State or other jurisdiction of incorporation) (Commission Fil |
