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 File Number) | | (IRS Employer Identification No.) |
1934 Old Gallows Road, Suite 350
Vienna, VA 22182
(Address of principal executive offices, including zip code)
703-752-6157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | | CTM | | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2024, Castellum, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the several institutional investors named on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, in a public offering that included certain additional other purchasers, an aggregate of 4,355,000 shares of common stock (the “Shares”) of the Company’s common stock (“Common Stock”), par value $0.0001, at a purchase price of $0.85 per Share, for aggregate gross proceeds to the Company of approximately $3.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Offering”).
The Shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2023, and a related prospectus supplement, dated December 27, 2024, related to the Offering.
The Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed for a period of 60 days following the closing of the offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalent (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The Company has also agreed for a period of six months following the date of the Purchase Agreement not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. Additionally, pursuant to that certain stock purchase agreement dated December 22, 2024 of the Company's directors and officers agreed to be subject to a lock-up period of 60 days following December 24, 2024, the date of such prior offering.
The Offering is expected to close on December 30, 2024, subject to satisfaction of customary closing conditions.
Pursuant to a placement agency agreement dated as of December 27, 2024 (the “Placement Agency Agreement”), the Company engaged Maxim Group LLC (“Maxim”) to act as the lead placement agent in connection with the Offering. The Company has agreed to (i) pay Maxim a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering, and (ii) reimburse Maxim for all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel of $60,000.
The foregoing descriptions of the Purchase Agreement and Placement Agency Agreement are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1 and 10.2 respectively hereto and incorporated by reference herein.
A copy of the opinion of Lucosky Brookman LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.
Item 8.01 Other Events.
On December 26, 2024, the Company issued a press release announcing a proposed public offering of the Company's Common Stock. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 27, 2024, the Company issued a press release announcing the pricing of the $3.7 Million Offering of Common Stock. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Exhibit Title |
| 5.1 | |
| 10.1 | |
| 10.2 | |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | CASTELLUM, INC. | | |
| | | | | |
| Date: December 30, 2024 | | By: | /s/ Glen R. Ives | |
| | Name: | Glen R. Ives | |
| | Title: | Chief Executive Officer (Principal Executive Officer) |
