Castellum, Inc. (CTM) - 8-K Summary
Business Context and Reporting Period
Castellum, Inc. filed this Current Report on Form 8-K on June 12, 2025, regarding a material definitive agreement entered into on the same date. The Company, incorporated in Nevada and trading on NYSE American, announced the pricing and closing of a public offering of its securities.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $5 million.
- Securities Issued: 4,166,667 Units.
- Unit Composition: One share of Common Stock and one Warrant to purchase one share of Common Stock.
- Purchase Price: $1.20 per Unit.
- Warrant Terms: Exercise price of $1.22 per share; expiration 60 days following issuance.
- Placement Agent Fees: 7.0% of gross proceeds from the sale of Units and 3.5% of proceeds from Warrant exercises, plus reimbursement of legal fees up to $60,000.
- Closing Date: June 13, 2025.
Material Changes and Restrictions
The filing details significant restrictions on the Company's ability to issue additional equity or enter into variable rate transactions:
- Standstill Period: A 60-day period following the closing during which the Company cannot issue Common Stock or Common Stock Equivalents, subject to exceptions. This period extends by 30 days if more than 50% of Warrants are exercised prior to expiration.
- Variable Rate Transaction Ban: A six-month prohibition on entering into Variable Rate Transactions.
- Lock-Up Agreement: Directors and officers are subject to a 60-day lock-up period following the closing of the Offering.
Outlook, Risks, and Management Commentary
The Company utilized an existing shelf registration statement (Form S-3, File No. 333-284205) declared effective on January 24, 2025, to facilitate this offering. The transaction was executed with two institutional investors and additional purchasers. The filing does not provide specific forward-looking guidance on revenue or operational metrics, focusing instead on the capital raise mechanics and associated contractual obligations.
Key Facts for Investor Verification
- Verify the net proceeds after deducting the 7.0% placement fee and estimated offering expenses.
- Monitor the 60-day warrant expiration window for potential dilution if warrants are exercised.
- Confirm the Company's compliance with the 60-day standstill and six-month variable rate transaction restrictions.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific exceptions to the issuance restrictions.