Castellum, Inc. (CTM) - Form 8-K Summary
Business Context and Reporting Period
Castellum, Inc., a Nevada corporation, filed this Current Report on Form 8-K on December 26, 2024, with the earliest event reported on December 26, 2024. The filing details the entry into a material definitive agreement regarding a public offering of common stock.
Key Financial Metrics and Transaction Details
- Offering Size: 4,355,000 shares of Common Stock.
- Price Per Share: $0.85.
- Gross Proceeds: Approximately $3.7 million.
- Placement Agent Fees: 7.0% of aggregate gross proceeds payable to Maxim Group LLC.
- Legal Expenses: Reimbursement of up to $60,000 for the placement agent's legal counsel.
- Net Proceeds: Not explicitly stated; gross proceeds are subject to deduction of fees and expenses.
Material Changes and Agreements
The Company entered into a Securities Purchase Agreement with institutional investors on December 27, 2024. Key contractual restrictions include:
- Market Stand-Off: The Company agreed not to issue or announce the issuance of Common Stock or Common Stock Equivalents for 60 days following the closing of the offering.
- Variable Rate Transaction Restriction: The Company agreed not to enter into a Variable Rate Transaction for six months following the agreement date.
- Director/Officer Lock-Up: Directors and officers are subject to a 60-day lock-up period following December 24, 2024.
Outlook, Risks, and Management Commentary
The offering is expected to close on December 30, 2024, subject to customary closing conditions. The shares are being offered pursuant to a shelf registration statement on Form S-3 declared effective on December 12, 2023. The filing does not provide specific forward-looking guidance on revenue or earnings, nor does it detail specific risks beyond standard contractual obligations and the requirement to satisfy closing conditions.
Investor Verification Checklist
- Verify the final closing date of the offering (expected December 30, 2024).
- Confirm the exact net proceeds after deducting the 7% placement fee and legal expenses.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific exceptions to the market stand-off and lock-up provisions.
- Check subsequent filings for the final use of proceeds and any changes to the capital structure.