[8-K] Castellum, Inc. Reports Material Event

Rhea-AI Filing Summary

Castellum, Inc. reported that purchasers exercised 3,673,666 warrants, resulting in the issuance of 3,673,666 shares of common stock and total gross proceeds of $4,481,873. The exercises were conducted pursuant to prior agreements and the company agreed to pay Maxim Group LLC a cash placement fee equal to 3.5% of the aggregate proceeds, totaling $156,866. The company issued a press release on August 14, 2025 announcing these warrant exercises and filed that release as Exhibit 99.1.

The disclosure is limited to the aggregate exercise, proceeds received, and the placement agent fee; no additional financial statements, use of proceeds, or effects on outstanding share count beyond the issued shares are provided in this filing.

Positive

• Gross cash inflow of $4,481,873 from warrant exercises was received
• Clear disclosure of placement-agent fee (3.5% = $156,866) and issuance recorded via press release filed as Exhibit 99.1

Negative

• Issuance of 3,673,666 new shares increases outstanding common stock and causes dilution to existing shareholders
• Placement fee of $156,866 reduces net proceeds available to the company

Insights

Securities Analyst

TL;DR: Castellum received $4.48M from warrant exercises, paying a 3.5% placement fee of $156,866; disclosure is operationally straightforward and routine.

The transaction reflects cash inflow from warrant holders exercising rights to acquire 3,673,666 shares for $4,481,873 gross. The fee to the placement agent, Maxim Group LLC, is explicitly 3.5% or $156,866. From a capital-structure perspective, the filing documents immediate issuance of new common shares, which increases share count by the exact exercised amount; however, the filing does not quantify the post-transaction outstanding shares or provide pro forma impacts on EPS or ownership percentages. The lack of details on use of proceeds or any conditions limits assessment of strategic impact.

Corporate Governance Expert

TL;DR: The 8-K properly discloses warrant exercises and placement-agent compensation but omits post-exercise shareholder-impact details.

The company fulfilled disclosure obligations by reporting the number of warrants exercised, shares issued, gross proceeds, and the placement fee and by furnishing a press release as Exhibit 99.1. The filing does not state effects on outstanding common shares, potential changes in control, or whether any insider exercises were involved. This is a routine capital-raising development; governance implications hinge on additional context not provided here.

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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): August 14, 2025

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.)

1934 Old Gallows Road, Suite 350

Vienna, VA 22182

(Address of principal executive offices, including zip code)

(703) 752-6157

(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 240.13(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 ☒

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. ☒

Item 8.01 Other Events

As previously announced on June 12, 2025 Castellum, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named on the signature pages thereto and other purchasers (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a public offering an aggregate of 4,166,667 units (the "Units" with each Unit consisting of one (1) share of common stock, par value $0.0001 ("Common Stock"), and one (1) warrant to purchase one share of Common Stock (the “Warrant”, or collectively, the "Warrants"), at a purchase price of $1.20 per Unit, for aggregate gross proceeds to the Company of approximately $5 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Offering”). Each Warrant is exercisable into shares of Common Stock at $1.22 and expired on August 12, 2025, subject to the terms and conditions set forth therein.

The Company announced today that Purchasers have exercised an aggregate of 3,673,666 Warrants that are exercisable into 3,673,666 shares of Common Stock for total gross proceeds of $4,481,873. Pursuant to the terms of the placement agency agreement dated as of June 12, 2025 with Maxim Group LLC (“Maxim”), who acted as the exclusive lead placement agent in connection with the Offering, the Company has agreed to pay Maxim a cash fee equal to 3.5% of the aggregate proceeds from the exercise of the Warrants, which totals $156, 866.

On August 14, 2025, the Company issued a press release announcing the aggregate Warrant exercises described in this Item 8.01. 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.			Exhibit Title
99.1			Press Release dated August 14, 2025
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: August 15, 2025

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)

FAQ

How many warrants were exercised by investors in Castellum, Inc. (CTM)?

Purchasers exercised an aggregate of 3,673,666 warrants, each exercisable into one share of common stock.

How much gross cash did CTM receive from the warrant exercises?

The company received $4,481,873 in total gross proceeds from the warrant exercises.

What placement-agent fee did Castellum pay related to the exercises?

Pursuant to the placement agency agreement with Maxim Group LLC, CTM agreed to pay a cash fee equal to 3.5% of proceeds, totaling $156,866.

Did Castellum file additional documentation about these exercises?

Yes, the company issued a press release on August 14, 2025 announcing the aggregate warrant exercises and attached the press release as Exhibit 99.1 to the filing.

Does the filing state how the company will use the proceeds?

No. The 8-K discloses the exercise amount, shares issued, and placement fee but does not specify any intended use of proceeds or pro forma share counts.