IPO - Castellum, Inc.

Form Type: 424B5

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000162828024052531

Filing Summary: This prospectus supplement highlights Castellum, Inc.'s offering of 4,355,000 shares of common stock at a price of $0.85 per share, aiming to raise approximately $3.7 million in gross proceeds. The net proceeds will be allocated for working capital and general corporate purposes. The offering is facilitated by Maxim Group LLC, acting as the exclusive placement agent. As of the last reported sale price of $1.38 per share on December 26, 2024, the total market value of common stock held by non-affiliates stood at $48,523,172. Under certain regulatory guidelines, the Company plans to make the delivery of these shares on December 30, 2024. The prospectus includes extensive risk factors associated with investing, emphasizing that no cash dividends have been paid to date and none are anticipated in the near future. The offering aims to support the Company's continued business operations in cybersecurity and other technology services, strengthening its position in the federal and commercial markets.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000162828024052536

Filing Summary: Castellum, Inc. announced the entry into a securities purchase agreement on December 27, 2024, to sell 4,355,000 shares of its common stock at a price of $0.85 per share, resulting in aggregate gross proceeds of approximately $3.7 million. The offering is expected to close on December 30, 2024, subject to customary closing conditions. The shares are being offered under a shelf registration statement on Form S-3 that became effective on December 12, 2023. The Purchase Agreement includes various representations and warranties and outlines restrictions on issuing additional shares for a period of 60 days post-closing, along with a lock-up period for certain directors and officers. Maxim Group LLC is serving as the lead placement agent, receiving a 7.0% fee on the gross proceeds. Press releases regarding the offering were issued on December 26 and December 27, 2024, respectively, announcing the proposed public offering and the pricing details.

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