8-K

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): March 1, 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 $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 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 March 1, 2023, the Company issued a press release announcing record annual results. A copy of the press release is attached as Exhibit 99.1.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 1, 2023 announcing Record Annual Results.
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: March 1, 2023	By:	/s/ Mark C. Fuller
	Name:	Mark C. Fuller
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Castellum, Inc. Announces Record Annual Results

BETHESDA, MD., March 1, 2023 - Castellum, Inc. (NYSE-American: CTM), a cybersecurity, electronic warfare, data analytics, software, and IT services company focused on the federal government, announces record unaudited results for the year ended December 31, 2022.

Unaudited Revenue for 2022 was a record $42.2 million, up approximately 68% from $25.1 million in 2021. Unaudited Cash as of year-end was $4.6 million. Audited financial results for 2022 will be reported on Form 10-K which will be filed with the Securities and Exchange Commission later this month, available at www.sec.gov.

Management uses a non-GAAP measure, recurring cash operating profit, as an important measure of the Company’s operating performance. From a GAAP unaudited operating loss of $10.0 million, recurring cash operating profit was $2.5 million for 2022; excludes non-cash charges such as stock option and warrant expense of $8.8 million and non-recurring charges principally related to the Company’s uplisting to the NYSE-American of $0.7 million. See below for a full reconciliation of unaudited GAAP operating loss with non-GAAP recurring cash operating profit.

“We are extremely happy to announce record annual results for Castellum,” said Mark Fuller, President and CEO of Castellum. “Revenue was a record for the year, cash on hand was strong as of year-end, and recurring cash operating profit remains solidly in the black above the $2 million level. With our recently announced non-binding letters of intent to acquire two additional companies (one of which we expect to close in early March), we are positioned to make 2023 another record year. We also continue to pursue new M&A opportunities and contract wins aggressively as we seek to scale our business through our buy-and-build strategy.”

About Castellum, Inc.  

Castellum, Inc. (NYSE-American: CTM) is a defense-oriented technology company which is executing strategic acquisitions in the cyber security, information technology and software, information warfare, and electronic warfare and engineering services space - http://castellumus.com/.

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. 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. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and other filings made by the Company and disclosed at www.sec.gov. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements. Specifically, the recently announced LOIs to acquire two additional companies may not close at all as they are subject to the execution of definitive agreements.

Non-GAAP Financial Measures and Key Performance Metrics

This press release contains Non-GAAP Recurring Cash Operating Profit, which is a Non-GAAP financial measure that is used by management to measure the Company’s operating performance. A reconciliation of this measure to the most directly comparable GAAP financial measure is contained herein. To the extent required, statements disclosing the definition, utility, and purpose of this measure are also set forth herein.

Definition:

Non-GAAP Recurring Cash Operating Profit represents the Company’s GAAP operating loss excluding non-cash charges such as stock based compensation, depreciation and amortization, and change in value of contingent earnout as well as non-recurring charges related to the Company’s uplisting or other non-recurring charges.

Utility and Purpose:

The Company discloses Non-GAAP Recurring Cash Operating Profit because this Non-GAAP measure is used by management to evaluate our business, measure its operating performance, and make strategic decisions. We believe Non-GAAP Recurring Cash Operating Profit is useful for investors and others in understanding and evaluating our operating results in the same manner as its management. However, Non-GAAP Recurring Cash Operating Profit is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for GAAP operating loss or any other operating performance measure calculated in accordance with GAAP. Using this Non-GAAP measure to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report a measure titled Non-GAAP Recurring Cash Operating Profit, this measure may be calculated differently from how we calculate this Non-GAAP financial measure, which reduces its overall usefulness as a comparative measure. Because of these inherent limitations, you should consider Non-GAAP Recurring Cash Operating Profit alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.

Castellum, Inc.

Reconciliation of unaudited Non-GAAP Recurring Cash Operating Profit to Operating Loss

For the Year Ended December 31, 2022

Revenues	$	42,190,643
Gross profit		17,597,317
Operating loss		(9,963,936	)
Non-cash charges:
Depreciation and amortization		1,979,491
Stock based compensation		8,786,642
Change in value of contingent earnout		555,000
Total non-cash charges		11,321,133
Non-recurring charges
Uplisting fees (a)		651,315
Other non-recurring charges (b)		463,783
Total non-recurring charges		1,115,098
Non-GAAP Recurring Cash Operating Profit	$	2,472,294

(a) Represents non-recurring expenses related to the Company’s public offering which includes accounting, legal, and consulting fees.

(b) Represents non-recurring expenses related to one-time bonuses, application fees, and recruiting fees.

Contact:

Skyline Corporate Communications Group, LLC

Lisa Gray, Senior Account Manager

One Rockefeller Plaza, 11^th Floor

New York, NY 10020

Office: 646.893.5835 x1

Email: lisa@skylineccg.com; info@castellumus.com

XML

Cover Page	Mar. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Entity Registrant Name	CASTELLUM, INC.
Entity Central Index Key	0001877939
Entity File Number	001-41526
Entity Tax Identification Number	27-4079982
Document Period End Date	Mar. 01, 2023
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3 Bethesda Metro Center
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	961-4895
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CTM
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true