Castellum, Inc. (CTM) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Castellum, Inc. on December 26, 2024, covering events occurring on December 22 and December 23, 2024. The Company, incorporated in Nevada, operates as an emerging growth company and trades on the NYSE American under the symbol CTM.
Key Financial Metrics and Capital Raise
- Offering Type: Registered Direct Offering.
- Shares Issued: 9,473,700 shares of Common Stock.
- Price Per Share: $0.38.
- Gross Proceeds: Approximately $3.6 million.
- Placement Agent: Maxim Group LLC.
- Agent Fees: 7.0% cash fee of gross proceeds plus reimbursement of legal fees up to $60,000.
- Closing Date: December 24, 2024.
The filing does not provide specific values for revenue, net income, operating cash flow, margins, or total debt levels as this is a transactional report rather than a periodic financial statement.
Material Changes and Agreements
The primary material change is the entry into a Securities Purchase Agreement and a Placement Agency Agreement to raise capital. Key contractual restrictions include:
- Market Stand-Off: The Company agreed not to issue or announce the issuance of Common Stock or equivalents for 60 days following the closing, subject to exceptions.
- Variable Rate Transaction Restriction: The Company agreed not to enter into Variable Rate Transactions for six months following the agreement date.
- Lock-Up: Certain directors and officers are subject to a 60-day lock-up period following the closing.
Outlook, Management Commentary, and Other Events
On December 23, 2024, the Company announced the pricing of the offering. Additionally, the Company announced the award of an OASIS+ Unrestricted Indefinite Delivery/Indefinite Quantity (IDIQ) contract. The filing does not contain specific forward-looking guidance on revenue or earnings, nor does it detail specific risks beyond standard representations and warranties in the purchase agreement.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 7% placement fee and the $60,000 legal expense reimbursement.
- Confirm the exact number of shares outstanding post-offering to assess dilution impact.
- Review the full text of the OASIS+ contract announcement (Exhibit 99.2) for potential revenue implications.
- Monitor compliance with the 60-day market stand-off and lock-up periods for insiders.