false0001877939MDCommon stock, par value$0.0001 per share 0001877939 2023-01-18 2023-01-18
 
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):
January 18, 2023
 
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
001-41526
 
27-4079982
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
3 Bethesda Metro Center
,
Suite 700
Bethesda
, MD
20814
(Address of principal executive offices, including zip code)
 
301
-
961-4895
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, par value
 
CTM
 
NYSE
American LLC
$0.0001 per share    
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
Item 8.01 Other Events
.
 
On January 18, 2023, the Company issued a press release announcing the signing of non-binding LOI for east coast government contractor. A copy of the press release is attached as Exhibit 99.1.  
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
.
 
Exhibit No.
 
Description
 
 
 
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: January 18, 2023
By:
 /s/ Mark C. Fuller
 
Name:
 Mark C. Fuller
 
Title:
 Chief Executive Officer
 
 

Exhibit 99.1 

 

Castellum, Inc. Announces Signing of Non-binding LOI for East Coast Government Contractor

 

BETHESDA, MD., January 18, 2023— Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announces that it has signed a non-binding letter of intent to acquire an East Coast based government contractor which focuses on cybersecurity, data analysis, and other IT services for federal civilian agencies. Subject to customary due diligence and the execution of a definitive purchase agreement, Castellum expects to close the transaction within the next 90 days.

 

The potential acquisition, when combined with Castellum’s other, previously announced, pending non-binding LOI is expected to boost Castellum to over a $60 million annualized revenue run-rate versus a current $44 million run-rate based on announced Q3 2022 results.

 

“We are pleased to announce the execution of another LOI to extend our buy-and-build strategy,” said Mark Fuller, President and CEO of Castellum. “This additional work in Federal Civilian agencies, will further broaden Castellum’s customer base, while adding new capabilities and leveraging past performance enjoyed by our Department of Defense (DoD) customers with whom we have strong and growing relationships. We also are talking with other companies that have business with DoD and Federal Civilian agencies, about potential acquisition as we are working to double our top line run rate in 2023.”

 

About Castellum, Inc.:

 

Castellum Inc. (NYSE: CTM) is a technology company focused on leveraging the power of information technology to help solve our Nation’s most pressing national security challenges. We provide US government and commercial clients with Cybersecurity, Software Development, Systems Engineering, Information / Electronic Warfare, Program Support, and Data Analytics services. We also offer subject matter expertise in artificial intelligence / machine learning, 5G technologies, model-based systems engineering, program management, information assurance, intelligence analysis, and CMMC compliance. In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of firms that share our passionate commitment to US national security and have a history of bringing exceptional value to their clients - http://castellumus.com/.  

 

Forward-Looking Statements:  

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters disclosed at www.sec.gov. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements. Specifically, Castellum may not close on the LOI announced today which would cause future revenue to be less than anticipated.

 

  

 

 

Contact:

 

Skyline Corporate Communications Group, LLC

Lisa Gray, Senior Account Manager

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Office: 646.893.5835 x1

Email: lisa@skylineccg.com; info@castellumus.com