Castellum, Inc. (CTM) - 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on August 15, 2025, covering events occurring on August 14, 2025. Castellum, Inc., a Nevada corporation, reported the exercise of warrants issued in a public offering that commenced on June 12, 2025.
Key Financial Metrics
- Warrant Exercise Proceeds: $4,481,873 (gross) from the exercise of 3,673,666 warrants.
- Shares Issued: 3,673,666 shares of Common Stock issued upon exercise.
- Exercise Price: $1.22 per share.
- Placement Agent Fees: $156,866 (3.5% of exercise proceeds) payable to Maxim Group LLC.
- Original Offering Context: The warrants were part of an initial offering of 4,166,667 units at $1.20 per unit, generating approximately $5 million in gross proceeds prior to this exercise event.
Material Changes
The primary material change is the conversion of a significant portion of outstanding warrants into common stock. Of the 4,166,667 warrants issued in June 2025, 3,673,666 (approximately 88%) were exercised before their expiration date of August 12, 2025. This transaction increased the company's cash position by nearly $4.5 million and expanded the share count.
Outlook, Risks, and Management Commentary
Management announced the warrant exercises via a press release on August 14, 2025. The filing confirms the successful execution of the warrant terms, which included an expiration date of August 12, 2025. No specific forward-looking guidance or new risk factors were disclosed in this specific filing beyond the completion of the warrant exercise.
Investor Verification Checklist
- Verify the updated total share count and diluted share count following the issuance of 3,673,666 new shares.
- Confirm the net cash proceeds after deducting the $156,866 placement fee and any other offering expenses.
- Review the status of the remaining unexercised warrants (approximately 493,001) to determine if they have expired or if any extension provisions apply.
- Check the company's most recent balance sheet to assess the impact of the $4.48 million cash inflow on liquidity ratios.