Castellum Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$CTM
Professional Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2025 Castellum, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with two institutional investors named on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, in a public offering that included certain additional other purchasers, an aggregate of 4,166,667 units (the "Units" with each Unit consisting of one (1) share of common stock, par value $0.0001 ("Common Stock"), and one (1) warrant to purchase one share of Common Stock (the “Warrant”, or collectively, the "Warrants"), at a purchase price of $1.20 per Unit, for aggregate gross proceeds to the Company of approximately $5 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Offering”). Each Warrant is exercisable into shares of Common Stock at $1.22 and expires sixty (60) days following issuance, subject to the terms and conditions set forth therein.
The Units are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-284205), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 24, 2025, and a related prospectus supplement, dated June 12, 2025, related to the Offering. The Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed for a period of sixty (60) days following the closing of the offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalent (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The sixty (60) day standstill period is extended by thirty (30) days in the event more than fifty percent (50%) of the Warrants are exercised prior to their expiration date. The Company has also agreed for a period of six months following the date of the Purchase Agreement not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. Pursuant to the Purchase Agreement the Company's directors and officers agreed to be subject to a lock-up period of sixty (60) days following the closing of the Offering.
The Company entered into a Warrant Agency Agreement (the "Warrant Agency Agreement") with Nevada Agency and Transfer Company ("NATCO"). The Warrants will be maintained by NATCO in accordance with the terms and conditions set forth therein.
The Offering closed on June 13, 2025.
Pursuant to a placement agency agreement dated as of June 12, 2025 (the “Placement Agency Agreement”), the Company engaged Maxim Group LLC (“Maxim”) to act as the exclusive lead placement agent in connection with the Offering. The Company has agreed to pay Maxim a cash fee equal to (i) 7.0% of the aggregate gross proceeds from the sale of the Units and 3.5% of the aggregate proceeds from the exercise of the Warrants and (ii) reimburse Maxim for all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel of $60,000.
The foregoing descriptions of the Purchase Agreement, Placement Agency Agreement, Form of Warrant Agreement, and Warrant Agency Agreement are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1, Exhibit 10.2, Exhibit 4.1, and Exhibit 10.3 respectively hereto and incorporated by reference herein.
A copy of the opinion of Lucosky Brookman LLP relating to the validity of the Shares and Warrants is filed herewith as Exhibit 5.1.
Item 8.01 Other Events.
On June 12, 2025, the Company issued a press release announcing the pricing of a $5 Million public offering of the Company's Common Stock. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Title | |||||||
| 4.1 | ||||||||
| 5.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CASTELLUM, INC. | ||||||||||||||
| Date: June 13, 2025 | By: | /s/ Glen R. Ives | ||||||||||||
| Name: | Glen R. Ives | |||||||||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||||||||||