false0001877939MDCommon stock, par value $0.0001 per share 0001877939 2023-07-31 2023-07-31
 
 
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): July 31, 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 July 31, 2023, Castellum, Inc. (the “Company”) issued a press release announcing the Company has generated record quarterly revenue and a higher cash balance.  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: Jul
y
31, 2023
By:
/
s/ Mark C. Fuller
 
Name:
Mark C. Fuller
 
Title:
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 

Exhibit 99.1




Castellum Generates Record Quarterly Revenue; Higher Cash Balance

 

July 31, 2023 06:45 ET| Source: Castellum, Inc.

 

BETHESDA, Md., July 31, 2023 (GLOBE NEWSWIRE) — Castellum, Inc. (“Castellum” or the “Company”) (NYSE-American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, is pleased to announce that its revenue for the second quarter of 2023 was a record.

 

“We produced over $12.44 million in unaudited revenue for the second quarter, a record,” said Mark Fuller, President and CEO of Castellum. “That amount represents a 25% increase over our Q1 revenue, due largely to having the benefit of our GTMR acquisition for the entire quarter. Importantly, our unaudited cash balance at the end of Q2 was $2.97 million, up a bit more than 30% from $2.27 million at the end of Q1, despite retiring over $300,000 of bank debt during the quarter.”

 

Castellum’s full quarterly results will be disclosed in its Form 10-Q which the Company expects to file with the SEC on or about August 14, 2023.

 

About Castellum, Inc.  


Castellum, Inc. is a cybersecurity and electronic warfare services company focused on the federal government - http://castellumus.com/.


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 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.


 

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0ebdc2a6-2d9a-47a0-b02f-89c6772e17e1




Castellum Generates Record Quarterly Revenue; Higher Cash Balance

Castellum, Inc. (“Castellum” or the “Company”) (NYSE-American: CTM), a cybersecurity and electronic ...


 


Tags


#castellum #CTM $CTM #NYSE #warfare #cybersecurity #congress #army #navy #revenue #USA #ukraine #russia #defense #war Mark Fuller #money

 

Related Links


·

Castellum, Inc. (NYSE-American: CTM)

·

CTM -GTMR Acquisition

 

 


Contact Data


Mark Fuller, President and CEO
Phone: (301) 961-4895
Contact: Info@castellumus.com

 

 

 

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