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

Rhea-AI Filing Summary

Castellum, Inc. (CTM) – Form 8-K key points

• On 4 Aug 2025 the company signed a letter agreement with Emil Kaunitz to extend the $400,000 note to 1 Mar 2026. Beginning March, the principal will amortize at $50,000 per month for eight months. All other terms of the note are unchanged.

• The same day, Castellum prepaid $2 million of principal on the Robert Eisiminger note, reducing the balance to $2 million while keeping the 31 Aug 2026 maturity intact. A press release (Exhibit 99.1) covers the transaction.

These actions decrease total debt by $2 million and smooth near-term maturities, suggesting stronger liquidity management. No earnings, equity, or guidance updates accompanied the filing.

Positive

• $2 million principal prepayment immediately reduces outstanding debt and interest expense.
• Extension of $400k note defers cash outflow, improving short-term liquidity.

Negative

• $2 million balance still remains on the Eisiminger note, leaving ongoing leverage exposure.
• Filing lacks earnings or cash-flow detail, limiting visibility into longer-term liquidity.

Insights

Credit Analyst

TL;DR: Debt prepayment lowers leverage; note extension eases short-term cash pressure—marginally credit-positive.

The $2 million prepayment halves the Eisiminger note, cutting future interest expense and demonstrating excess cash. Extending the smaller Kaunitz note pushes only $400k of obligations into 2026 with a predictable $50k monthly amortization schedule, improving the 2025 liquidity profile. No covenants were tightened, and maturities remain staggered. Overall leverage decreases modestly and the liability ladder is more balanced, a mild positive for creditors and shareholders. Impact classified as positive, though not transformational.

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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 4, 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 1.01 Entry into a Material Definitive Agreement

On August 4, 2025 Castellum, Inc. (the "Company") and Emil Kaunitz executed a a letter agreement dated August 1, 2025 to extend the maturity date of a note payable in the principal amount of $400,000 (the "Note") to March 1, 2026, at which time the principal amount will amortize at $50,000 per month for eight months. All other terms of the Note remain unchanged.

Item 8.01 Other Events

On August 4, 2025, the Company prepaid $2 million in principal on a note payable to Robert Eisiminger (the "Eisiminger Note") which matures on August 31, 2026. The remaining principal balance on the Eisiminger Note is $2 million. The Company issued a press release concerning the prepayment, the full text of which 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
10.1			Second Letter Agreement dated August 1, 2025 by and between the Company and Emil Kaunitz
99.1			Press Release dated August 5, 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 5, 2025

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)

FAQ

How much debt did Castellum (CTM) prepay?

The company prepaid $2 million of principal on the Robert Eisiminger note.

What is the new maturity date of the Kaunitz $400k note?

The maturity was extended to March 1, 2026 with $50k monthly amortization thereafter.

What is the remaining balance on the Eisiminger note after prepayment?

After the prepayment, the outstanding principal is $2 million.

Did the filing disclose any changes to Castellum’s earnings guidance?

No. The Form 8-K contains no earnings or guidance updates.

Which exhibits were included in the 8-K filing?

Exhibit 10.1 (Letter Agreement), Exhibit 99.1 (Press Release), and Exhibit 104 (Cover Page XBRL data).