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false0001877939MDCommon stock, par value $0.0001 per share 0001877939 2023-06-14 2023-06-14
 
 
 
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 14, 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 14, 2023, Castellum, Inc. (the “Company”) issued a press release announcing a more aggressive cost reduction plan and provid
ing
 comments on the Company’s stock trading price.  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 14, 2023
By:
/s/ Mark C. Fuller
 
Name:
Mark C. Fuller
 
Title:
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
EX-99.1 2 lb127_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1



Castellum, Inc. Announces More Aggressive Cost Reduction Plan; Comments on Stock Trading Price

 

BETHESDA, MD., June 14, 2023 — Castellum, Inc. (the “Company”) (NYSE American: CTM), a cybersecurity and electronic warfare services company focused on the federal government, announces that it has increased its targeted cost reductions to $8.2 million from the previously announced $6 million per year in cash and non-cash indirect costs, general and administrative costs, and overhead costs.   The Company has started to make some of the planned cuts and expects to make the remaining changes over the next 45 days to improve the profitability of the Company.

 

“We have been able to identify $8.2 million of annualized cost reductions, roughly half cash and the other half non-cash from our prior baseline,” said Mark Fuller, President, and Chief Executive Officer of Castellum.  “We do not expect any of these changes to affect our business development or operating activities and, therefore, they should lead to significantly improved profitability in Q3 of this year.   We will continue to pursue accretive acquisitions and invest in organic growth but from a better baseline operating performance.”

 

Castellum also notes that its stock price has closed below $1.00 per share for 30 consecutive trading days as of the close of business on June 13, 2023.  “We are optimistic that the cost cuts we are making will help us recover the ground we have lost with our stock price over the past 30 trading days,” added Mr. Fuller.  “We recognize that we are now on the clock to improve our price over the next 180 days in order to regain full compliance with NYSE American LLC (“NYSE American”) listing standards.   We will therefore be spending time over the coming weeks and months meeting with current and prospective shareholders to tell the Castellum story and encourage people to join us as larger shareholders of the Company.”


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,” “intend,” “plan,” “foresee,” “likely,” “will,” “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 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.  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:

 

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.com; info@castellumus.com