Business Context and Reporting Period
This Form 8-K Current Report from Castellum, Inc. (CTM) covers events occurring between October 5, 2022, and October 17, 2022. The Company, an emerging growth company incorporated in Nevada, executed a firm commitment underwritten public offering and completed a 1-for-20 reverse stock split to facilitate listing on the NYSE American.
Key Financial Metrics and Capital Structure
- Public Offering: The Company sold 1,350,000 shares of common stock, and selling stockholders sold 150,000 shares at a public offering price of $2.00 per share.
- Over-Allotment Option: Underwriters were granted a 45-day option to purchase up to an additional 225,000 shares.
- Unregistered Issuance: On October 17, 2022, the Company issued 15,375,000 shares of common stock upon the conversion of all 3,054,000 shares of Series B preferred stock.
- Reverse Stock Split: A 1-for-20 reverse split of outstanding common stock took effect on October 13, 2022.
- Financials: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes Versus Prior Period
The primary material changes involve the Company's capital structure and listing status:
- Listing Status: Common stock began trading on the NYSE American under the symbol CTM on October 13, 2022.
- Share Count: Significant dilution occurred through the public offering and the conversion of Series B preferred stock into 15,375,000 common shares.
- Share Price Adjustment: The 1-for-20 reverse split adjusted the number of outstanding shares and the per-share price.
Guidance, Outlook, and Risks
- Lock-Up Agreements: The Company is restricted from issuing or selling common stock for 12 months following the October 17, 2022 closing date. Directors, executive officers, and certain stockholders are subject to a 180-day lock-up period.
- Management Commentary: The filing references press releases regarding the pricing and closing of the offering but does not contain forward-looking guidance or specific management commentary on future operations within this text.
- Risks: The underwriting agreement includes customary indemnification obligations and termination provisions. The unregistered issuance relied on Section 4(a)(2) exemptions, limiting the number of recipients to two employees.
Investor Verification Checklist
- Verify the final number of shares issued after the exercise (or expiration) of the 225,000 share over-allotment option.
- Confirm the exact post-split share count and the impact of the 15,375,000 shares issued to executives (Mark C. Fuller and Jay O. Wright) on total dilution.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific underwriting discounts and fees not detailed in this summary.
- Check subsequent filings for the Company's use of proceeds from the $2.7 million gross offering (1.5M shares x $2.00).