false0001877939MDCommon stock, par value $0.0001 per share 0001877939 2023-05-24 2023-05-24
 
 
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):
May 24, 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
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 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers
 
On May 23, 2023 Laurie M. Buckhout resigned her position as Chief Revenue Officer of Castellum, Inc. (the “Company”) effective immediately.
 
Item 5.07 Submission of Matter to a Vote of Security Holders. 
 
The Company held its annual meeting of stockholders on May 25, 2023 (the “2023 Annual Meeting”), at which two proposals were submitted to the Company’s stockholders.  The proposals are described in detail in the Company’s proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 10, 2023 (the “2023 Proxy Statement”).  A quorum of the Company’s common shares was present for the 2023 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.
 
Proposal 1 -
Stockholders elected seven directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualify.  The name of each director elected, and the votes cast for such individuals are set forth below:
 
Name
For
Withheld
Mark S. Alarie
32,315,553
45,026
John F. Campbell
32,315,376
45,203
Bernard S. Champoux
32,300,235
60,344
Patricia Frost
32,312,401
48,178
Mark C. Fuller
31,268,125
1,092,454
C. Thomas McMillen
32,318,053
42,526
Jay O. Wright
31,265,206
1,095,373
 

Proposal 2
- Stockholders approved a proposal to ratify the Company’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.  The votes regarding Proposal 2 are set forth below:

For
Against
Abstentions
34,079,742
55,325
14,536
 

Item 7.01 – Regulation FD Disclosure
 
On May 25, 2023, the Company’s Chair, Bernard Champoux, made an announcement prior to the Annual Stockholders Meeting, the text  of which is attached as Exhibit 99.1 to this report and such announcement is incorporated herein by reference.  The text of the announcement has also been made available on the investor portal of the Company’s website:  www.castellumus.com.
 
The information in this Item 7.01 of this Report and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the 
Securities Act of 1933
, except as shall be expressly set forth by specific reference.
 
Item 8.01 Other Events
.
 
On May 24, 2023, the Company issued a press release announcing information concerning the Company’s 2023 Annual Stockholders Meeting. 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: May 25, 2023
By:
/s/ Mark C. Fuller
 
Name:
Mark C. Fuller
 
Title:
Chief Executive Officer
(Principal Executive Officer)
 
 

 

Exhibit 99.1

 

 

Set forth below are the remarks in the form substantially made by Bernard Champoux, in advance of the Company’s 2023 Annual Stockholders Meetings.


My name is Bernie Champoux, the Chair of Castellum, Inc. and I would like to welcome everyone to the Company’s 2023 Annual Meeting of Stockholders.

 

Before we get around to the business of voting, I would like to take just a minute to offer a few opening remarks.

 

First, thank you to all of our stockholders for their support of the Company over the past year.   We have achieved a great deal, including our uplisting to the New York Stock Exchange American in October, growing the business to $50 million, and putting in place the highest standards of governance.

 

One area where we have not been as successful as we would like is with our profitability.    We are going to take steps to fix that.  Castellum is undertaking a program to reduce indirect cash costs as a percentage of our revenue and a series of additional cost cutting measures.  We will make our company solidly cash operating profit positive.  We are also looking to reduce non-cash costs much of which has been in stock and warrant compensation.

 

We are looking to strip out $6 million in annual cash and non-cash expense from our business without compromising on our growth strategy.

 

We will continue to look to upgrade our business development and capture teams in order to win more organic business.   And we will continue to look at accretive acquisitions to build revenue, operating profit and capability in our company.   We remain a growth company, but one that has its eyes on both the top and bottom lines.

 

Your board of directors is closely monitoring the performance of our business and we will track our progress toward these goals as we fulfill our fiduciary duty to you, our stockholders, this year and in years to come.

 

Once again, thank you for coming.   Now, on to voting….

 

 

Exhibit 99.2



Castellum, Inc. Announces Information Concerning 2023 Annual Stockholders Meeting

 

BETHESDA, MD., MAY 24, 2023--  Castellum, Inc. (NYSE-American:  CTM), a cybersecurity and electronic warfare services company focused on the federal government, reminds stockholders that its 2023 annual meeting of stockholders (“2023 Annual Meeting”) will be held on Thursday, May 25, 2023 at 10:00 a.m. (eastern time) and that stockholders of record on the close of business on March 31, 2023 will be entitled to notice of, and to vote at, the 2023 Annual Meeting and any adjournment or postponement thereof.  The 2023 Annual Meeting will be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1650 Tysons Blvd., Suite 1400, McLean, VA 22102 and will be conducted in person and virtually via live audio webcast.  Stockholders interested in accessing the live audio webcast may do so by dialing 1 (888) 350-3436 or 1 (646) 960-0185.  The conference identification number is 7330460.

 

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 the 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 in the Company’s 10-K and other 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. 

 
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