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 March 18, 2025, covering events occurring between March 14, 2025, and March 18, 2025. 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 Transaction Details
The filing details a completed public offering of securities with the following financial specifics:
- Gross Proceeds: $4.5 million.
- Securities Issued: 4,500,000 Units.
- Unit Composition: One share of Common Stock and one Warrant per Unit.
- Purchase Price: $1.00 per Unit.
- Warrant Terms: Exercise price of $1.08 per share; expiration 60 days following issuance.
- Placement Agent Fees: 7.0% of gross proceeds ($315,000) plus 3.5% of proceeds from future Warrant exercises. The Company also agreed to reimburse $60,000 in legal fees.
The filing does not provide updated revenue, profit, cash flow, or debt figures for the Company's ongoing operations.
Material Changes and Agreements
On March 16, 2025, the Company entered into a Securities Purchase Agreement with institutional investors. Key contractual restrictions include:
- Standstill Period: A 60-day period following the closing during which the Company cannot issue new Common Stock or equivalents, extendable by 30 days if over 50% of Warrants are exercised.
- Variable Rate Transaction Restriction: A six-month prohibition on entering into Variable Rate Transactions.
- Lock-Up: Directors and officers are subject to a 60-day lock-up period following the closing.
- Operational Milestone: On March 17, 2025, the Company's subsidiary, Global Technology and Management Resources, Inc., achieved a CCMI Level Three appraisal.
Outlook, Risks, and Management Commentary
The Company utilized a shelf registration statement (File No. 333-284205) declared effective on January 24, 2025, to facilitate this offering. The primary risk associated with this transaction is the potential dilution of existing shareholders upon the exercise of the 4,500,000 Warrants. The filing does not contain specific forward-looking guidance regarding future revenue or earnings projections beyond the completion of this capital raise.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 7.0% placement fee and the $60,000 legal reimbursement.
- Monitor the exercise rate of the Warrants within the 60-day window to assess potential dilution and the extension of the standstill period.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific exceptions to the standstill and lock-up provisions.
- Confirm the impact of the CCMI Level Three appraisal on the subsidiary's future contract eligibility and revenue potential.