Filing Analysis
Castellum, Inc. filed an 8-K to announce the release of its second quarter and first half 2026 financial results. The filing serves as a formal notification that earnings data is being made public via press release.
📋 Key Facts
- Report date: August 6, 2026
- Reporting period: Second quarter and first half of 2026
- The company issued a press release (Exhibit 99.1) containing the financial results.
Castellum, Inc. issued an 8-K to announce the scheduling of its second quarter earnings release and subsequent conference call.
📋 Key Facts
- The company scheduled a press release for its Q2 earnings results on July 31, 2026.
- A conference call will be held in conjunction with the earnings release.
Castellum, Inc. amended the employment agreement for CEO Glen R. Ives to extend his term through December 31, 2027. The amendment includes new stock option grants and performance-based bonuses tied to successful acquisitions.
🚩 Red Flags
- Significant dilution potential via the grant of 773,630 new stock options.
- High incentive alignment toward M&A activity (Acquisition Bonus) which may encourage aggressive or non-optimal deal-making to meet sales targets.
📋 Key Facts
- CEO Glen R. Ives's term extended by 18 months, expiring Dec 31, 2027.
- Awarded 773,630 stock options with an exercise price of $0.73 (based on July 1, 2026 closing price).
- Base salary set at $375,000, increasing to $386,250 on July 1, 2027.
- Incentive structure includes up to 50% annual cash bonus based on performance thresholds and a discretionary bonus.
- Includes an 'Acquisition Bonus' of up to 100% of base salary if the company completes accretive acquisitions that meet projected net sales targets.
Castellum, Inc. announced a new $4 million U.S. Navy ADMACS Modernization subcontract awarded to its subsidiary and noted an upcoming presentation at the Maxim Group Defense Tech conference.
📋 Key Facts
- Subsidiary won a $4 Million U.S. Navy ADMACS Modernization Subcontract on June 24, 2026.
- Company scheduled to present at the Maxim Group Defense Tech and Domestic Supply Chain Virtual Conference on June 25, 2026.
- The company is classified as an emerging growth company.
Castellum, Inc. announced that its joint venture has secured a position on a $250 million U.S. Navy logistics IT multiple award contract.
📋 Key Facts
- The contract is a multiple award contract with a total value of $250 million.
- The scope of work involves logistics IT for the U.S. Navy.
- The announcement was made via a press release on June 15, 2026.
Castellum, Inc. reported the results of its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected five directors, ratified the appointment of RSM US LLP as the independent auditor for fiscal year 2026, and approved an amendment to the 2021 Stock Incentive Plan to increase reserved shares to 13,000,000.
🚩 Red Flags
- High level of shareholder dissent on Proposal 3 (Stock Incentive Plan expansion), with approximately 40.8% of voted shares (excluding broker non-votes and abstentions) voting against the amendment.
📋 Key Facts
- The Annual Meeting of Stockholders was held on May 19, 2026.
- Five directors were elected: Mark S. Alarie, John F. Campbell, Bernard S. Champoux, Glen R. Ives, and C. Thomas McMillen.
- RSM US LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, receiving 53,771,662 votes in favor.
- An amendment to the Second Amended 2021 Stock Incentive Plan was approved to increase the aggregate number of shares reserved for issuance to 13,000,000, receiving 19,780,876 votes for and 13,632,126 votes against.
Castellum, Inc. filed a Regulation FD disclosure to provide a press release and management presentation associated with its 2026 Annual Stockholders Meeting. The materials were released to provide stockholders with information following the adjournment of the meeting.
📋 Key Facts
- The filing includes a press release dated May 18, 2026, regarding the 2026 Annual Stockholders Meeting.
- A management presentation (Exhibit 99.2) was provided for review by stockholders.
- The report was filed under Item 7.01, meaning the information is 'furnished' and not 'filed' for Section 18 liability purposes.
- The document was signed by Glen R. Ives, Chief Executive Officer.
Castellum, Inc. announced its financial results for the first quarter ended March 31, 2026, and released an updated investor presentation. The filing serves as a routine disclosure of quarterly performance and marketing materials for the investment community.
📋 Key Facts
- Announced financial results for the three months ended March 31, 2026, via press release on May 8, 2026.
- Posted an updated investor presentation to the company website on May 13, 2026.
- The company is classified as an emerging growth company.
- The filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation).
- Information was furnished under Items 2.02 and 7.01, meaning it is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Castellum, Inc. announced that it has achieved Cybersecurity Maturity Model Certification (CMMC) Level 2 C3PAO Certification. This certification is a key requirement for defense contractors to handle controlled unclassified information (CUI) on behalf of the Department of Defense.
📋 Key Facts
- The company achieved CMMC Level 2 C3PAO Certification as of April 23, 2026.
- The announcement was made via a press release filed under Item 8.01 (Other Events).
- Castellum, Inc. is an emerging growth company listed on the NYSE American under the ticker CTM.
Castellum, Inc. announced its financial results for the fiscal year ended December 31, 2025, via a press release on March 4, 2026. The filing serves as a formal notification of these results to the SEC under Item 2.02.
📋 Key Facts
- Reported financial results for the fiscal year ended December 31, 2025.
- Press release issued on March 4, 2026.
- The information is furnished under Item 2.02 and is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Castellum, Inc. announced via press release on February 17, 2026, that the company has successfully paid off all of its outstanding debt.
📋 Key Facts
- Company announced full debt payoff on February 17, 2026.
- The announcement was made via a press release (Exhibit 99.1).
- No specific dollar amounts or interest rate details were provided in the 8-K summary.
Castellum, Inc. announced that its subsidiary, Specialty Services, Inc., has been awarded a $49.8 million recompete contract on January 7, 2026.
📋 Key Facts
- Awarded a $49.8 million recompete contract.
- Contract was awarded to the Company's subsidiary, Specialty Services, Inc.
- Announcement date: January 7, 2026.
Castellum, Inc. announced changes to executive employment terms effective January 1, 2026, including a new employment arrangement for General Counsel Tammy L. Martin and a salary increase for COO Andrew Merriman.
📋 Key Facts
- Tammy L. Martin entered into an at-will employment arrangement as General Counsel effective Jan 1, 2026.
- Ms. Martin's compensation includes an annual base salary of $290,000 and standard employee benefits.
- Both Ms. Martin and COO Andrew Merriman are subject to a 60-day advanced written notice period for termination.
- COO Andrew Merriman received an increase in his annual base salary to $290,000 effective Jan 1, 2026.
Castellum, Inc. announced the resignation of Jay O. Wright from his roles as EVP Strategy, General Counsel, and Secretary, effective December 31, 2025. Simultaneously, the company announced a leadership transition with Tammy L. Martin appointed as General Counsel and Secretary effective January 1, 2026.
🚩 Red Flags
- Departure of a key executive holding three major roles (EVP Strategy, General Counsel, and Secretary) simultaneously.
📋 Key Facts
- Jay O. Wright is resigning as EVP Strategy, General Counsel, and Secretary, and from the Board of Directors.
- Resignation becomes effective at the end of day on December 31, 2025.
- Tammy L. Martin (currently Senior Counsel) will be appointed General Counsel and Secretary effective January 1, 2026.
- The company stated there was no dispute between Mr. Wright and the Company regarding his departure.
- The filing includes announcements of multiple missile defense agency shield IDIQ contracts awarded on December 8, 2025.
Castellum, Inc. announced the completion of a $2 million paydown and the subsequent retirement of its note payable to Robert Eisiminger on November 13, 2025.
🚩 Red Flags
- Related-party transaction: The debt being retired is owed to an individual (Robert Eisiminger), which often triggers scrutiny regarding terms and potential conflicts of interest in micro-cap companies.
📋 Key Facts
- Completed a $2 million paydown of debt.
- Retired the note payable held by Robert Eisiminger.
- The transaction was announced via an 8-K filing on November 13, 2025.
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended September 30, 2025. The filing serves as a formal notice of the release of quarterly earnings data.
📋 Key Facts
- Report date: November 7, 2025
- Reporting period: Three months ended September 30, 2025
- The company is an emerging growth company as defined by Rule 405 of the Securities Act.
- Financial results were released via press release (Exhibit 99.1).
Castellum, Inc. announced that its SSI subsidiary has been awarded a $66.2 million full and open contract on October 31, 2025.
📋 Key Facts
- Award amount: $66.2 million.
- Contract type: Full and open contract.
- Recipient: SSI subsidiary of Castellum, Inc.
- Announcement date: October 31, 2025.
Castellum, Inc. announced its intention to attend the 2025 Maxim Growth Summit on October 20, 2025.
📋 Key Facts
- The company will participate in the 2025 Maxim Growth Summit.
- Announcement date: October 20, 2025.
- Filing includes a press release as Exhibit 99.1.
Castellum, Inc. announced that its subsidiary, Specialty Systems, Inc., has expanded its capabilities by adding IT services to its existing GSA MAS contract. This expansion allows the company to offer a broader range of services under this federal procurement vehicle.
📋 Key Facts
- Date of event: October 14, 2025
- Subsidiary involved: Specialty Systems, Inc.
- Contract type: GSA Multiple Award Schedule (MAS) contract
- Expansion detail: Addition of IT services to existing contract capabilities
Castellum, Inc. announced a new reseller agreement with Tradewinds Networks, Inc. on August 19, 2025. This is an operational expansion through a strategic partnership to distribute or resell products/services.
📋 Key Facts
- Execution of a reseller agreement between Castellum, Inc. and Tradewinds Networks, Inc.
- Agreement announced jointly on August 19, 2025.
- The filing includes an Exhibit 99.1 containing the full press release.
Castellum, Inc. announced the successful exercise of 3,673,666 warrants related to a previous June 2025 securities offering. The exercise resulted in approximately $4.48 million in gross proceeds for the company.
🚩 Red Flags
- Dilution: The exercise of over 3.6 million warrants will result in the issuance of new common stock, increasing the total share count and diluting existing shareholders.
📋 Key Facts
- Warrants exercised: 3,673,666 units
- Exercise price per share: $1.22
- Total gross proceeds from exercise: $4,481,873
- Placement agent fee (Maxim Group LLC): $156,866 (3.5% of proceeds)
- The warrants were part of a June 12, 2025 offering of units at $1.20 per unit.
Castellum, Inc. announced a teaming agreement with Quarrio Corporation via a press release on August 12, 2025.
📋 Key Facts
- Company entered into a teaming agreement with Quarrio Corporation.
- The announcement was made via a press release dated August 12, 2025.
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended June 30, 2025. The filing serves as a placeholder for the press release containing the company's quarterly operational and financial performance data.
📋 Key Facts
- Reporting period: Three months ended June 30, 2025.
- Filing date: August 8, 2025.
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Castellum, Inc. has entered into an agreement to extend the maturity of a $400,000 note with Emil Kaunitz and simultaneously prepaid $2 million toward a separate note held by Robert Eisiminger.
🚩 Red Flags
- Debt restructuring/extension: The extension of a note with Emil Kaunitz suggests potential liquidity management needs.
- Concentrated debt obligations: Significant portions of capital are being directed toward specific individual notes (Kaunitz and Eisiminger).
📋 Key Facts
- Extended maturity date for a $400,000 Note (Emil Kaunitz) to March 1, 2026.
- The extended Note will amortize at $50,000 per month over eight months starting in March 2026.
- Prepaid $2 million of principal on the Eisiminger Note (matures August 31, 2026).
- Remaining balance on the Eisiminger Note is $2 million.
Castellum, Inc. filed an 8-K to announce the issuance of a press release containing a letter to shareholders on July 14, 2025.
📋 Key Facts
- The filing was made under Item 8.01 (Other Events).
- A shareholder letter was issued via press release on July 14, 2025.
- The company is an emerging growth company.
Castellum, Inc. announced the execution of a reseller agreement with AmpliTech Group via a joint press release on July 8, 2025.
📋 Key Facts
- Execution of a reseller agreement with AmpliTech Group.
- The announcement was made via a joint press release dated July 8, 2025.
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. filed an 8-K to announce the creation of a new subsidiary via a press release issued on June 24, 2025.
📋 Key Facts
- Company announced the formation of a new subsidiary on June 24, 2025.
- The announcement was made via a press release (Exhibit 99.1).
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. announced the closing of a $5 million public offering consisting of common stock and warrants on June 16, 2025.
🚩 Red Flags
- Dilutive event: Issuance of common stock and warrants typically results in dilution for existing shareholders.
- Warrants included: Warrants can lead to further dilution upon exercise, often at a price that may impact the share structure.
📋 Key Facts
- Total offering amount: $5 million
- Securities issued: Common stock and warrants
- Closing date: June 16, 2025
- The company is an emerging growth company.
Castellum, Inc. entered into a securities purchase agreement to conduct a $5 million public offering of 4,166,667 units consisting of common stock and warrants. The offering was priced at $1.20 per unit and closed on June 13, 2025.
🚩 Red Flags
- Warrant overhang: The issuance of warrants at a strike price ($1.22) very close to the unit price ($1.20) can lead to immediate dilution upon exercise.
- Short warrant life: 60-day expiration on warrants may create short-term selling pressure or rapid dilution mechanics.
📋 Key Facts
- Aggregate gross proceeds: approximately $5 million.
- Units offered: 4,166,667 units (each Unit = 1 share of common stock + 1 warrant).
- Unit price: $1.20 per unit.
- Warrant terms: Exercisable at $1.22 per share; expires 60 days after issuance.
- Placement Agent: Maxim Group LLC (7.0% cash fee on gross proceeds + 3.5% on warrant exercise).
- Standstill period: 60 days (extendable by 30 days if >50% of warrants are exercised).
- Lock-up period: 60 days for directors and officers.
- Offering closed on June 13, 2025.
Castellum, Inc. announced the early retirement of a promissory note via a press release on June 5, 2025. The filing serves as a formal notification of this debt reduction event.
📋 Key Facts
- The Company retired a promissory note early on June 5, 2025.
- The announcement was made via a press release (Exhibit 99.1).
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. filed an 8-K to announce its participation in the '2025 Virtual Tech Conference: Discover the Innovations Reshaping Tomorrow.' The filing serves as a formal notification of upcoming investor relations activity.
📋 Key Facts
- The company will participate in the '2025 Virtual Tech Conference' on or around June 2, 2025.
- A press release was issued detailing the participation (Exhibit 99.1).
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. held its 2024 Annual Meeting of Stockholders on May 28, 2025. The filing reports the results of four shareholder proposals, including the election of six directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on May 28, 2025.
- Six directors were elected: Mark S. Alarie, John F. Campbell, Bernard S. Champoux, Glen R. Ives, C. Thomas McMillen, and Jay O. Wright.
- Proposal 2 (Ratification of RSM US LLP as independent auditor for FY2025) was approved with 47,509,563 votes 'For'.
- Proposal 3 (Amendment to increase shares reserved under the Amended 2021 Stock Incentive Plan to 9,000,000) was approved.
- Proposal 4 (Adoption of the 2025 Employee Stock Purchase Plan) was approved.
Castellum, Inc. issued an 8-K to announce the upcoming 2025 Annual Stockholders Meeting and the release of stockholder presentation materials via a press release.
📋 Key Facts
- The company announced details regarding its 2025 Annual Stockholders Meeting on May 27, 2025.
- Stockholder presentation materials have been made available for access.
- The filing includes an exhibit (99.1) containing the full text of the press release.
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended March 31, 2025. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Report date: May 9, 2025
- Reporting period: Three months ended March 31, 2025
- The company is an emerging growth company
- Financial results were released via Exhibit 99.1
Castellum, Inc. entered into an amendment to a letter agreement with Robert Eisiminger to restructure debt obligations. The company made a $2 million principal payment to reduce existing notes but simultaneously extended the maturity of the remaining $4 million note and increased its interest rate.
🚩 Red Flags
- Related-party transaction involving a significant debt restructuring with an individual (Robert Eisiminger).
- Debt extension: The company is pushing back the maturity date of its $4 million obligation by approximately 16 months, suggesting potential liquidity constraints.
- Increased cost of capital: The interest rate hike from 8% to 10% increases the ongoing cash drain on the company.
📋 Key Facts
- Company paid $2 million in principal toward two notes payable held by Robert Eisiminger on April 17, 2025.
- A $400,000 note dated February 28, 2022, was fully repaid (balance reduced to zero).
- The $5.6 million note dated August 2021 (Eisiminger Note) was reduced to a $4.0 million principal balance.
- Maturity date for the Eisiminger Note extended from August 31, 2026, to December 15, 2027.
- Interest rate on the Eisiminger Note increased from 8.0% per annum to 10.0% per annum.
Castellum, Inc. announced that its subsidiary, Global Technology and Management Resources, Inc., has successfully added a new Special Item Number (541611) to its existing General Services Administration (GSA) Multiple Award Schedule contract.
📋 Key Facts
- Subsidiary: Global Technology and Management Resources, Inc.
- Contract Type: GSA Multiple Award Schedule
- New Addition: Special Item Number 541611
- Announcement Date: April 15, 2025
Castellum, Inc. issued a press release regarding the upcoming expiration of 3,355,000 outstanding warrants from its March 2025 securities offering. The company is notifying holders that the deadline to exercise these warrants at $1.08 per share is May 16, 2025.
🚩 Red Flags
- Potential for significant dilution if remaining warrants are exercised.
- Warrant expiration creates a 'cliff' effect; failure to exercise could result in lost capital for investors or unexpected equity shifts.
📋 Key Facts
- The original offering on March 18, 2025, involved 4,500,000 units at $1.00 per unit for $4.5 million gross proceeds.
- Each unit included one share of common stock and one warrant to purchase one share at $1.08.
- As of April 10, 2025, 1,145,000 warrants have been exercised, generating $1,236,600 in gross proceeds.
- There are 3,355,000 remaining warrants set to expire on May 16, 2025.
- The company issued a press release on April 10, 2025, to alert holders of the impending expiration.
Castellum, Inc. announced amendments to the employment agreements of its CEO and General Counsel, alongside a new at-will employment arrangement for its CFO effective May 1, 2025.
🚩 Red Flags
- CFO transition to an 'at-will' arrangement can sometimes indicate a shift in employment stability or terms.
- Multiple officer contract changes within a single week (March 31 - April 3) may suggest internal restructuring or management churn.
📋 Key Facts
- Amended Jay O. Wright (EVP Strategy/General Counsel) agreement: term extended to Dec 31, 2025; base salary $270,000 plus $4,000 monthly health stipend.
- Amended Glen R. Ives (CEO) agreement: term extended to June 30, 2026; base salary increasing from $300,000 to $309,000 effective July 1, 2025.
- New employment arrangement for David T. Bell (CFO): Effective May 1, 2025, on an at-will basis with a 60-day notice period; base salary $290,000.
- Severance provisions: If terminated without cause/for good reason, executives receive base salary for the earlier of 12 months or the remainder of their term.
Castellum, Inc. announced the closing of a $4.5 million public offering consisting of common stock and warrants on March 19, 2025.
🚩 Red Flags
- Issuance of warrants often leads to future dilution for existing shareholders upon exercise.
📋 Key Facts
- Closed a $4.5 million public offering of common stock and warrants.
- Offering date: March 19, 2025.
- The company is an emerging growth company.
Castellum, Inc. closed a $4.5 million public offering of 4,500,000 units consisting of one share of common stock and one warrant per unit at $1.00 per unit. The offering was facilitated by Maxim Group LLC via a shelf registration statement.
🚩 Red Flags
- Warrant overhang: The issuance of 4.5 million warrants exercisable at $1.08 may lead to immediate dilution upon exercise.
- Short warrant life: The 60-day expiration on warrants creates potential for rapid downward pressure or sudden dilution volatility.
📋 Key Facts
- Total aggregate gross proceeds: $4.5 million.
- Units priced at $1.00 each, consisting of 1 share of common stock and 1 warrant.
- Warrants are exercisable at $1.08 per share and expire in 60 days.
- The offering closed on March 18, 2025.
- Maxim Group LLC served as the lead placement agent with a 7.0% cash fee on gross proceeds and 3.5% on warrant exercises.
- Company entered into a 60-day standstill period regarding new equity issuances (extendable to 90 days if >50% of warrants are exercised).
- Directors and officers are subject to a 60-day lock-up period.
Castellum, Inc. announced the hiring of Tanya Bassett as Vice President of Business Development and Capture Management on March 12, 2025.
📋 Key Facts
- Hired Tanya Bassett as VP of Business Development and Capture Management.
- The appointment is part of a strategic commitment to organic growth.
- Filing includes an Exhibit 99.1 press release detailing the hire.
Castellum, Inc. announced a significant contract award through its subsidiary GTMR via SeaPort-Next Generation, totaling over $103 million in potential value for NAVAIR support. The company also released unaudited financial results for the fiscal year ended December 31, 2024.
🚩 Red Flags
- Financial results are 'unaudited', which may lead to future restatements if discrepancies arise during the formal audit process.
📋 Key Facts
- Subsidiary GTMR awarded a task order by SeaPort-Next Generation (SeaPort NxG).
- Total potential contract value: $103,324,773.
- Contract duration: Five and one-half years.
- Client/End User: Naval Air Systems Command (NAVAIR) Program Office 290 (PMA-290).
- Scope includes special missions management of on-site services (MOSS) for ISR and targeting programs (e.g., P-8A, MQ-4C Triton).
- Company released unaudited FY2024 financial results via press release.
Castellum, Inc. announced that its subsidiary, Global Technology Management Resources, Inc., has been selected as a vendor for a Special Compartmented Information Multiple Award Contract.
📋 Key Facts
- Date of announcement: February 25, 2025
- Subsidiary involved: Global Technology Management Resources, Inc.
- Contract type: Special Compartmented Information Multiple Award Contract (SIMAC)
- Filing includes a press release as Exhibit 99.1
Castellum, Inc. announced that its subsidiary, Specialty Systems, Inc., has been awarded a new contract valued at $3.2 million.
📋 Key Facts
- Contract award value: $3.2 million.
- Recipient of contract: Specialty Systems, Inc. (a subsidiary of Castellum, Inc.).
- Announcement date: January 14, 2025.
Castellum, Inc. issued an 8-K to announce that two of its SBA protégés have been successfully onboarded to the SeaPort-NxG contract.
📋 Key Facts
- On January 8, 2025, the company announced the onboarding of two SBA protégés to the SeaPort-NxG contract.
- The announcement was made via a press release (Exhibit 99.1).
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. entered into a securities purchase agreement to conduct a public offering of 4,355,000 shares of common stock at $0.85 per share. The offering aims to raise approximately $3.7 million in gross proceeds to fund company operations.
🚩 Red Flags
- Dilutive offering: Issuance of 4.355 million new shares will dilute existing shareholders.
- High placement agent fees: 7% cash fee plus $60,000 in legal/out-of-pocket expenses reduces net proceeds significantly.
📋 Key Facts
- Total shares to be issued: 4,355,000 shares of common stock.
- Offering price: $0.85 per share.
- Aggregate gross proceeds: Approximately $3.7 million (before fees and expenses).
- Placement Agent: Maxim Group LLC, receiving a 7.0% cash fee plus expense reimbursement.
- Expected closing date: December 30, 2024.
- Lock-up period: Directors and officers are subject to a 60-day lock-up following December 24, 2024.
Castellum, Inc. completed a registered direct offering of 9,473,700 shares at $0.38 per share, raising approximately $3.6 million in gross proceeds. The company also announced the winning of an OASIS+ Unrestricted IDIQ contract.
🚩 Red Flags
- Significant dilution likely due to the issuance of over 9 million new shares at a low price point ($0.38).
- High placement agent fees (7% cash + $60k expenses) relative to total proceeds.
📋 Key Facts
- Registered direct offering of 9,473,700 shares of common stock.
- Offering price: $0.38 per share.
- Aggregate gross proceeds: approximately $3.6 million (before fees).
- Closing date: December 24, 2024.
- Placement agent: Maxim Group LLC (7.0% cash fee + $60,000 expense reimbursement).
- Lock-up period for directors and officers: 60 days following closing.
- No-issue period for common stock/equivalents: 60 days post-closing.
- OASIS+ Unrestricted IDIQ contract win announced via press release.
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended September 30, 2024. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Three months ended September 30, 2024.
- Filing date: November 4, 2024.
- The company is an emerging growth company.
- Financial results were communicated via a press release (Exhibit 99.1).
Castellum, Inc. announced a new $4.3 million contract win with its protege, Epic Systems, Inc., as reported in a press release on September 24, 2024.
📋 Key Facts
- Company secured a new contract valued at $4.3 million.
- The counterparty is Epic Systems, Inc., identified as the company's protege.
- Announcement date: September 24, 2024.
Castellum, Inc. entered into a loan modification agreement with Live Oak Banking Company to restructure its revolving line of credit. The modification significantly reduces the available principal amount and imposes stricter reporting and collateral requirements.
🚩 Red Flags
- Significant reduction in available liquidity (50% decrease in principal amount from $4M to $2M).
- Increased reporting burden (bi-monthly borrowing base reports) suggesting heightened lender scrutiny.
- Requirement for a restricted cash collateral account ($250,000), which ties up working capital.
- Lender maintains 'sole discretion' over the release of collateral funds.
📋 Key Facts
- Effective date of Loan Modification Agreement: August 15, 2024.
- Principal amount of the Original Note reduced from $4,000,000 to $2,000,000.
- Requirement to establish a collateral account with a minimum balance of $250,000.
- Borrowing base reporting frequency increased from monthly to twice per month.
- Collateral release is subject to the Lender's sole discretion and specific debt service covenant ratios (1:15 to 1:00).
Castellum, Inc. announced the appointment of Andrew 'Drew' Merriman as Chief Operating Officer, effective September 1, 2024.
📋 Key Facts
- Andrew 'Drew' Merriman appointed as Chief Operating Officer (COO).
- Appointment became effective on September 1, 2024.
- The filing was signed by CEO Glen R. Ives on September 3, 2024.
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended June 30, 2024. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Three months ended June 30, 2024.
- Filing date: August 9, 2024.
- The company is an emerging growth company as defined by the SEC.
- Financial results include Non-GAAP financial measures with reconciliations provided in Exhibit 99.1.
Castellum, Inc. announced a strategic alliance with K2 via a press release on July 22, 2024.
📋 Key Facts
- The company entered into a strategic alliance with K2.
- Announcement made via press release dated July 22, 2024.
- Filing includes Exhibit 99.1 containing the full text of the press release.
Castellum, Inc. filed an 8-K to announce the issuance of a letter to its shareholders via a press release. The filing does not contain specific financial data or material changes within the text provided.
📋 Key Facts
- The company issued a shareholder letter on July 17, 2024.
- The full text of the communication is contained in Exhibit 99.1 (Press Release).
- The filing was signed by CEO Glen R. Ives.
Castellum, Inc. announced the early retirement of its bank term loan via a press release on July 10, 2024.
📋 Key Facts
- The company has successfully retired its bank term loan ahead of schedule.
- The announcement was made through an official press release dated July 10, 2024.
- The filing is categorized under Item 8.01 (Other Events).
Castellum, Inc. announced the appointment of Glen R. Ives as President and CEO and Jay O. Wright under new employment agreements effective July 1, 2024. The filing also includes a restructuring of compensation for independent Board members.
🚩 Red Flags
- Short-term employment contracts (one year for CEO, nine months for Wright) may indicate management instability or a transitional phase.
- Low exercise price ($0.212) for executive options suggests significant dilution potential at low valuations.
📋 Key Facts
- Glen R. Ives appointed President and CEO on July 1, 2024; one-year term with $300,000 base salary and potential 100% bonus.
- Ives granted 750,000 stock options at an exercise price of $0.212 per share, vesting ratably over one year.
- Jay O. Wright entered a nine-month employment agreement with a $270,000 base salary and $4,000 monthly health stipend.
- Both executives are entitled to severance (base salary) if terminated without cause or by the executive for good reason, subject to release agreements.
- Board compensation for independent members was reduced/restructured to $30,000 annually plus 250,000 stock options.
Castellum, Inc. announced the resignation of Patricia Frost from its Board of Directors, effective June 10, 2024.
📋 Key Facts
- Patricia Frost resigned from the Board of Directors.
- The resignation is effective June 10, 2024.
- Reason for departure cited as full-time executive duties and monthly overseas travel commitments.
Castellum, Inc. filed an 8-K to announce a press release regarding the company's ongoing efforts to reduce its total debt load.
🚩 Red Flags
- Implicit mention of debt reduction suggests existing leverage that the company is actively working to manage.
📋 Key Facts
- The filing was made on June 6, 2024.
- The primary purpose of the filing is to incorporate a press release (Exhibit 99.1) concerning debt reduction.
- The company identifies as an emerging growth company.
Castellum, Inc. announced that CEO Mark C. Fuller will step down effective July 1, 2024, to pursue other interests, with COO Glen Ives named as his successor. The filing also details the results of the company's 2024 Annual Meeting of Stockholders.
🚩 Red Flags
- Unexpected leadership transition (CEO departure).
📋 Key Facts
- Mark C. Fuller will step down as President and CEO effective July 1, 2024.
- Glen Ives (current COO) will become the new CEO effective July 1, 2024.
- The 2024 Annual Meeting of Stockholders was held on May 29, 2024.
- Stockholders ratified RSM US LLP as the independent registered public accounting firm for fiscal year 2024.
- Stockholders approved an amendment to the 2021 Stock Incentive Plan to increase reserved shares to 6,000,000.
Castellum, Inc. filed an 8-K to announce its financial results for the three months ended March 31, 2024. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Three months ended March 31, 2024.
- Filing date: May 15, 2024.
- The company is an emerging growth company as defined by the SEC.
- Financial results include Non-GAAP financial measures with reconciliations provided in Exhibit 99.1.
Castellum, Inc. filed an 8-K to announce the issuance of a press release regarding a new strategic alliance entered into on April 18, 2024.
📋 Key Facts
- The company announced a new strategic alliance via a press release dated April 18, 2024.
- The filing is an Item 8.01 (Other Events) disclosure.
- No specific financial terms or partner identities are detailed in the 8-K text itself; details are contained in Exhibit 99.1.
Castellum, Inc. filed an 8-K to announce the release of its financial results for the fiscal year ended December 31, 2023.
📋 Key Facts
- The filing was made on March 21, 2024.
- The report pertains to the period ending December 31, 2023.
- A press release containing the financial results was issued as Exhibit 99.1.
Castellum, Inc. has executed a massive restructuring of its debt obligations, headlined by a new $4 million revolving line of credit from Live Oak Bank. This transaction was used to extend maturities on several high-interest notes and settle significant outstanding payables to insiders and trusts.
🚩 Red Flags
- Significant debt restructuring suggests immediate liquidity pressure or imminent maturity defaults were a risk.
- High interest rates on restructured notes (up to 12% per annum for BCR Trust Note).
- Heavy subordination of multiple notes (Eisiminger, Kaunitz, SSI earnout, and BCR Trust) to the new Live Oak Bank revolver.
- Complex web of related-party transactions involving insiders (Eisiminger, Kaunitz) and trusts.
📋 Key Facts
- Entered into a $4,000,000 revolving line of credit with Live Oak Banking Company maturing February 22, 2025.
- The new revolver replaces an older $950,000 facility and is secured by cash, receivables, and other assets.
- Extended maturity of Eisiminger Notes ($6,000,000 total) from Sept 30, 2024, to August 31, 2026.
- Restructured BCR Trust Note: Principal reduced from $3.2M to $2.4M; maturity extended to August 31, 2026; requires $100k monthly amortization starting Sept 2024.
- Settled SSI earnout obligation by reducing accrued amount from $877,000 down to a total of $720,000 via structured payments.
- Paid in full an outstanding $400,000 note to Robert Eisiminger dated April 6, 2023.
Castellum, Inc. announced the closing of a $2.7 million registered direct offering on January 29, 2024.
🚩 Red Flags
- Small offering size ($2.7M) relative to typical micro-cap needs may indicate ongoing liquidity requirements or dilution for existing shareholders.
📋 Key Facts
- The company closed a $2.7 million registered direct offering.
- The announcement was made via press release on January 29, 2024.
- The filing is an Item 8.01 (Other Events) disclosure.
Castellum, Inc. entered into a securities purchase agreement for a registered direct offering and a concurrent private placement totaling approximately $2.7 million in gross proceeds. The offering includes common stock, pre-funded warrants, and additional warrants to an institutional investor.
🚩 Red Flags
- Significant dilution potential due to the issuance of over 8.4 million warrants (nearly equal to the number of shares being sold in the direct offering).
- Low share price ($0.32) indicates a micro-cap/penny stock profile, which is highly susceptible to volatility and dilution.
- The inclusion of pre-funded warrants often suggests the company was unable to secure traditional equity financing at higher valuations.
📋 Key Facts
- Total aggregate gross proceeds: approximately $2.7 million (before fees).
- Registered Direct Offering: 5,243,967 shares of common stock at $0.32 per share plus a warrant.
- Pre-funded Warrants: 3,193,534 warrants to purchase up to 3,193,534 shares at $0.319 per warrant.
- Private Placement: Warrants to purchase up to 8,437,501 shares of common stock with an exercise price of $0.35 per share (subject to shareholder approval).
- Placement Agent: Maxim Group LLC engaged as lead placement agent for a 7.0% cash fee plus expense reimbursement.
- Lock-up/Standstill: Company has a 60-day standstill on issuing common stock and a 1-year restriction on entering Variable Rate Transactions; directors/officers have a 60-day lock-up.