false0001877939MDCommon stock, par value $0.0001 per share 0001877939 2023-06-30 2023-06-30
 
 
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): June 30, 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 8.01 Other Events
.
 
On June 30, 2023, Castellum, Inc. (the “Company”) issued a press release announcing the Company generated record monthly revenue. 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: June 30, 2023
By:
/s/ Mark C. Fuller
 
Name:
Mark C. Fuller
 
Title:
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 


Exhibit 99.1


 

Castellum, Inc. Generates Record Monthly Revenue

 

BETHESDA, Md., June 30, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it had a record month for revenue in May 2023.

 

“We produced a record $4.25 million in unaudited revenue for May,” said Mark Fuller, President and Chief Executive Officer of Castellum. “That amount represents a $51 million annualized run rate, a new high-water mark, and is consistent with our previously announced guidance for the next 12 months. We thank our 280+ employees, who deserve credit for providing superior customer service and helping support our nation’s defense. As we approach America’s 247th birthday, Castellum is well positioned to continue our growth over the next several years.”


Cautionary Statement Concerning 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,” “plan,” “foresee,” “likely,” “will,” “would,” “appears,” “goal,” “target” or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue 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 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 to finance and close those additional acquisitions; the impact on the Company’s revenue due to the 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 Quarterly Reports on Form 10-Q and Annual Report on Form 10-K 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:

 

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.cominfo@castellumus.com

 

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/1bc48388-ad3a-4868-80af-a94d8b6efbb7

 

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Cover Page
Jun. 30, 2023
Cover [Abstract]  
Document Type 8-K
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Entity Registrant Name CASTELLUM, INC.
Entity Central Index Key 0001877939
Entity File Number 001-41526
Entity Tax Identification Number 27-4079982
Document Period End Date Jun. 30, 2023
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 3 Bethesda Metro Center
Entity Address, Address Line Two 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
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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 NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period true

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