false0001877939MD--12-31 0001877939 2023-04-05 2023-04-05
 
 
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): April 5, 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
$0.0001 per share
 
CTM
 
NYSE American LLC
 
 
 
 
 
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
x
 
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.
x
 
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On April 5, 2023, Castellum, Inc. (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Charter Amendment”), with the Secretary of State of Nevada to clarify the impact of the previously announced 1-for-20 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) on the Company’s preferred stock.
 
The above description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
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:
April
6
, 2023
By:
/s/ Mark C. Fuller
 
Name:
Mark C. Fuller
 
Title:
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 

 

Exhibit 3.1

 

Amendment to

 

Amended and Restated Articles of Incorporation

 

of

 

Castellum, Inc.

 

a Nevada corporation

 

Section (C)(3)(a) of Article III is hereby amended and restated in its entirety as follows:

 

Each Series A Holder shall have the right, at its option, at any time and from time to time, upon written notice to the Corporation, to convert any outstanding shares of Series A Preferred Stock held by such Series A Holder into fully paid and non-assessable shares of Common Stock at a rate of one-tenth (0.1) of one share of Common Stock for each one share of Series A Preferred Stock so converted.

 

Section (D)(3)(a) of Article III is hereby amended and restated in its entirety as follows:

 

Each Series B Holder shall have the right, at its option, at any time and from time to time, upon written notice to the Corporation, to convert any outstanding share of Series B Preferred Stock held by such Series B Holder into five (5) shares of the Common Stock of the Corporation.

 

Section (E)(3)(a) of Article III is hereby amended and restated in its entirety as follows:

 

Each Series C Holder shall have the right, at its option, at any time and from time to time, upon written notice to the Corporation, to convert any outstanding shares of Series C Preferred Stock held by such Series C Holder into fully paid and non-assessable shares of Common Stock at a rate of per share of Series C Preferred Stock equal to $1.60. In other words, each share of Series C Preferred Stock is convertible into five-eighths (0.625) of one share of Common Stock for each one share of Series C Preferred Stock so converted.