Form 8-K - Current report

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): October 31, 2023

CASTELLUM, INC.

(Exact name of Registrant as specified in its charter)

Nevada

001-41526

27-4079982

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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:


o			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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 8.01 Other Events.

On October 31, 2023, Castellum, Inc. (the “Company”) issued a press release announcing Bob Eisiminger, as senior advisor. 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.						Description
99.1						Press Release dated October 31 , 2023

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: October 31, 2023	By:	/s/ Mark C. Fuller
	Name:	Mark C. Fuller
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 99.1

Castellum, Inc. Announces Bob Eisiminger, as Senior Advisor

POTOMAC, Md., Oct. 31, 2023 (GLOBE NEWSWIRE) -- Castellum, Inc. (NYSE-American: CTM) announces Bob Eisiminger has joined the Company in the role of Senior Advisor. Mr. Eisiminger will focus on the organic growth of the business as the Company continues to grow its pipeline of new business opportunities and submitted proposals.

“I could not be more excited to have Bob as a Senior Advisor,” said Mark Fuller, President and Chief Executive Officer of Castellum. “As the co-founder/Chief Executive Officer of the government contractor, Knight Point Systems, he successfully built the business through organic growth and sold it in August of 2019 for $250 million. His experience in developing IP, being an innovative entrepreneur and the delivery of IT and cybersecurity related services to the Department of Defense and Homeland Security will provide us with invaluable counsel as we continue to grow and expand our business development efforts.”

Mr. Eisiminger is a well-known entrepreneur in the National Capital Region business community and beyond. He was named the EY Entrepreneur of the Year in the Government Contracting category for the Mid-Atlantic in 2019.

His memberships in Military Organizations include the following: Lifetime Member of Disabled American Veterans (1993 – Present), Member of the American Legion (1993 – Present), Lifetime Member of the Air Defense Artillery Association (1989 – Present), Lifetime Member of AUSA (2011- Present), and Member of The Military Order of the Carabao (2015 – Present) and currently serves on the Honorary Committee of the National Veteran Small Business Coalition.

Bob earned a Bachelor of Science from the United States Military Academy at West Point in 1988 and graduated in May 2022 with an EMBA from Auburn University.

About Castellum, Inc.:

Castellum, Inc. is a defense-oriented technology company, which is executing strategic acquisitions in the cyber security, information technology and software, information warfare, and electronic warfare and engineering services space - 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. These forward-looking statements represent the Company’s expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “anticipate,” “shooting to,” “intend,” “in a position,” “looking to,” “pursue,” “positioned,” “will,” “likely,” “would,” or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth, RCOP growth, and new customer opportunities, improvements to cost structure, and profitability. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to differ (sometimes materially) from the results expressed or implied in the forward-looking statements, including, among others: the

Company’s ability to compete against new and existing competitors; its ability to effectively integrate and grow its acquired companies; its ability to identify additional acquisition targets and close additional acquisitions; the impact on the Company’s revenue due to a delay in the U.S. Congress approving a federal budget; and the Company’s ability to maintain the listing of its common stock on the NYSE American LLC. For a more detailed description of these and other risk factors, please refer to the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) which can be viewed at www.sec.gov. 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. The Company expressly disclaims any intent or obligation to update any of the forward-looking statements made in this release or in any of its SEC filings except as may be otherwise stated by the Company.

Contact:

Info@CastellumUS.com

(703) 752-6157

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/fb06e2c6-b19b-4fb6-8f83-398e6e0df89d

Cover	Oct. 31, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 31, 2023
Entity Registrant Name	CASTELLUM, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-41526
Entity Tax Identification Number	27-4079982
Entity Address, Address Line One	3 Bethesda Metro Center, Suite 700
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	961-4895
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CTM
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001877939
Amendment Flag	false