As filed with the Securities and Exchange Commission on October 6, 2022
Registration No. 333-267249
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CASTELLUM, INC.
(Exact name of registrant as specified in charter)
| Nevada | | 8742 | | 27-4079982 |
(State or other jurisdiction
of incorporation) | | (Primary Standard Classification
Code Number) | | (IRS Employer
I.D. Number) |
Castellum, Inc.
3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
(301) 961-4895
(Address and telephone number of principal executive offices)
Mark C. Fuller
Chief Executive Officer
Castellum, Inc.
3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
(301) 961-4895
(Name, address, including zip code, and telephone number including area code, of agent for service)
With copies to:
Joseph M. Lucosky, Esq. Steven A. Lipstein, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
Tel. No.: (732) 395-4400
Fax No.: (732) 395-4401 | Ross Carmel, Esq. Jeffrey P. Wofford Carmel, Milazzo & Feil LLP 55 West 39th Street, 18th Floor New York, NY 10018
Tel No.:(212) 658-0458
Fax No.:(646) 838-1314 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large-Accelerated Filer | | ¨ | | Accelerated Filer | | ¨ |
| Non-Accelerated Filer | | x | | Smaller Reporting Company | | x |
| | | | | Emerging Growth Company | | x |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Castellum, Inc. is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-267249) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
The following exhibits are filed with this Registration Statement:
| Exhibit Number | | Exhibit Description |
| | | |
| 1.1** | | Underwriting Agreement |
| 2.1** | | Stock Purchase Agreement dated May 6, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all of the stockholders of the Company |
| 2.2** | | First Amendment to Stock Purchase Agreement dated June 2, 2019 by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of the Company |
| 2.3** | | Second Amendment to Stock Purchase Agreement dated June 8, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of the Company |
| 2.4** | | Securities Purchase Agreement dated November 21, 2019, by and among BioNovelus, Inc., Corvus Consulting, LLC, and the Buckhout Charitable Remainder Trust |
| 2.5** | | Agreement and Plan of Merger dated August 12, 2021, by and among Castellum, Inc., KC Holdings Company, Inc., and Specialty Systems, Inc., and the Stockholders Named Herein |
| 3.1** | | Amended and Restated Articles of Incorporation |
| 3.2** | | Amended and Restated Bylaws |
| 3.3** | | Form of Amendment to the Amended and Restated Articles of Incorporation |
| 4.1** | | Form of Warrant to Purchase Common Stock |
| 4.2** | | Amended Convertible Promissory Note Re-Issued as of February 1, 2021, by Corvus Consulting, LLC and Castellum, Inc. to The Buckhout Charitable Remainder Trust (Amended BCR Trust Note) |
| 4.3** | | Convertible Promissory Note Issued as of April 4, 2022 by Castellum, Inc. to Crom Cortana Fund LLC (CCF Note) |
| 4.4** | | Common Stock Purchase Warrant dated April 4, 2022, by and between Castellum, Inc. and Crom Cortana Fund LLC |
| 4.5** | | Form of Underwriter’s Warrant |
| 5.1* | | Legal Opinion of Lucosky Brookman LLP |
| 10.1** | | Secured Promissory Note Issued on August 10, 2021 by Corvus Consulting, LLC and BioNovelus, Inc. to Robert Eisiminger (Eisiminger Note) |
| 10.2** | | Term Loan Promissory Note Issued on August 11, 2021 by and between Castellum, Inc., Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC, and Live Oak Banking Company (Live Oak Term Loan Note) |
| 10.3** | | Term Loan and Security Agreement dated August 11, 2021, by and between Castellum, Inc., Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC and Live Oak Banking Company |
| 10.4** | | Promissory Note Issued on August 12, 2021 by Corvus Consulting, LLC and Castellum, Inc. to Emil Kaunitz (Kaunitz Note) |
| 10.5** | | Promissory Note Issued on February 28, 2022 by Corvus Consulting, LLC and Castellum, Inc. to Robert Eisiminger (Eisiminger Promissory Note) |
| 10.6** | | Revolving Line of Credit Promissory Note Issued on March 28, 2022 by Castellum, Inc., Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC to Live Oak Banking Company (Live Oak Revolving Note) |
| 10.7** | | Loan and Security Agreement dated March 28, 2022, by and between Castellum, Inc., Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC and Live Oak Banking Company |
| 10.8** | | Business Acquisition Agreement dated February 11, 2022, by and between Castellum, Inc. and Lexington Solutions Group, LLC |
| 10.9+** | | Castellum, Inc. Stock Incentive Plan |
| 10.10+** | | Form of Stock Option Agreement |
| 10.11+** | | Employment Agreement dated April 1, 2020, by and between Castellum, Inc. and Mark Fuller |
| 10.12+** | | Employment Agreement dated April 1, 2020, by and between Castellum, Inc. and Jay Wright |
| 10.13+** | | Employment Agreement dated April 1, 2020, by and between Castellum, Inc. and Glen Ives |
| 10.14+** | | Employment Agreement dated April 25, 2022, by and between Castellum, Inc. and David T. Bell |
| 10.15** | | Lease Agreement dated January 11, 2018, between LTD Realty investment, IV, LP, and Specialty Systems, Inc. |
| 10.16+** | | Form of Director Agreement |
| 10.17++** | | Labor Hour Subcontract Agreement between Corvus Consulting, LLC and CACI, Inc. - Federal |
| 10.18++** | | Modification dated April 8, 2022 to Purchase Order No. P000096970 between Covus Consulting, LLC and CACI, Inc.- Federal |
| 10.19++** | | Contract No. N00178-14D-7931 effective February 14, 2019 between Specialty Systems, Inc. and NAVAIR Aircraft Division Lakehurst |
| 10.20++** | | Modification No. 1 of Contract effective November 2, 2021 between Specialty Systems, Inc. and NAVAIR Aircraft Division Lakehurst |
| 10.21++** | | Time and Material Subcontract Number PO-0018098 between Perpsecta Engineering, Inc. and Corvus Consulting, LLC |
| 10.22++** | | Modification 13 to Time and Material Subcontract between Perspecta Engineering, Inc. and Corvus Consulting, Inc. |
| 14.1** | | Code of Ethics and Business Conduct |
| 21.1** | | List of Subsidiaries |
| 23.1** | | Consent of RSM US LLP |
| 23.2** | | Consent of Aronson LLC |
| 23.3* | | Consent of Lucosky Brookman LLP (included in Exhibit 5.1) |
| 24.1** | | Power of Attorney (included on signature page) |
| 99.1** | | Consent of Patricia Frost |
| 99.2** | | Consent of C. Thomas McMillen |
| 99.3** | | Consent of John F. Campbell |
| 99.4** | | Consent of Mark Alarie |
| 99.5** | | Consent of Bernard S. Champoux |
| 107** | | Filing Fee Table |
| + | Management contract or compensatory plan. |
| ++ | 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. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bethesda, State of Maryland, on October 6, 2022.
| | | Castellum, Inc. |
| | | |
| | | By: | | /s/ Mark C. Fuller |
| | | | | Name: Mark C. Fuller |
| | | | | Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | | Title | | Date |
| | | | | |
| /s/ Mark C. Fuller | | Chief Executive Officer and Director | | October 6, 2022 |
| Mark C. Fuller | | (Principal Executive Officer) | | |
| | | | | |
| /s/ David T. Bell | | Chief Financial Officer | | October 6, 2022 |
| David T. Bell | | (Principal Accounting Officer and
Principal Financial Officer) | | |
| | | | | |
| * | | General Counsel, Director | | October 6, 2022 |
| Jay O. Wright | | | | |
| | | | | |
| * | | Director | | October 6, 2022. |
| Emil Kaunitz | | | | |
| | | | | |
| * | | Director | | October 6, 2022 |
| Laurie Buckhout | | | | |
| | | | | |
*By:
| /s/ Mark C. Fuller | |
| Attorney-in-Fact | |
