ctm-20240701

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2024

(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

(Address of principal executive offices, including zip code)

(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.

In connection with his appointment to President and Chief Executive Officer, on July 1, 2024 Castellum, Inc. (the "Company") entered into a one-year employment agreement with Glen R. Ives (the "Ives Employment Agreement"), pursuant to which Mr. Ives will be entitled to an annual base salary of $300,000, and will be eligible for a maximum annual cash incentive and discretionary bonus equal to up to one hundred percent (100%) of his annual base salary. To be eligible to receive the annual cash incentive bonus amount, which is up to fifty percent (50%) of his annual base salary, the Company must achieve certain performance thresholds. The discretionary bonus, which is also equal to up to fifty percent (50%) of his base salary, is at the sole discretion of the Company's Compensation, Culture, and People Committee (the "Compensation Committee"). Additionally, Mr. Ives will be granted stock options under the Castellum, Inc. Amended 2021 Stock Incentive Plan (the "Stock Incentive Plan") to purchase seven hundred fifty thousand (750,000) shares of the Company's restricted common stock at an exercise price of $0.212. The stock options vest ratably over the one-year employment period and expire on June 30, 2031. Upon a change of control, as defined in the Stock Incentive Plan, all unvested options issued to Mr. Ives shall become fully vested upon such change of control.

On July 1, 2024 the Company also entered into a nine-month employment agreement with Jay O. Wright (the "Wright Employment Agreement"), pursuant to which Mr. Wright will be entitled to an annual base salary of $270,000, a monthly health insurance stipend of $4,000, and an annual discretionary bonus at the sole discretion of the Company's Compensation Committee.

If Messrs. Ives and Wright terminate their employment with the Company without good reason or their employment is terminated (i) as a result of their death, (ii) by the Company after a determination of a disability, or (iii) by the Company for cause, the Company will pay or provide Messrs. Ives and Wright (a) those benefits as required by law, (b) for any earned but unpaid base salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid performance bonus for any fiscal year ended prior to the termination date. In addition, if Messrs. Ives’s or Wright's employment is terminated by the Company without cause or by him for good reason, then Messrs. Ives and Wright shall be entitled to receive the executives' base salary for a period equal to the earlier of (x) twelve (12) months following the termination date and (y) the date on which the employment period would have expired had the employment period not been terminated earlier by the Company without cause or by Messrs. Ives or Wright without good reason (the “Executives' Severance Payments”). In order to qualify for the Executives' Severance Payments the executive must execute and not revoke a mutual release agreement in a form reasonably acceptable to the Company. The Ives Employment Agreement and the Wright Employment Agreement each contain customary confidentiality restrictions, non-disparagement covenants, and non-solicitation covenants with respect to our employees, consultants, and customers and permit Mr. Ives and Mr. Wright to participate in those benefit plans generally available to all employees of the Company.

The information contained in this Item 1.01 regarding the Ives Employment Agreement and the Wright Employment Agreement is qualified in its entirety by the copy of each agreement attached to this Current Report on Form 8-K, as Exhibit 10.1 and Exhibit 10.2, and incorporated herein by reference.

Item 8.01 Other Events.

The Board of Directors ratified, adopted, and approved the recommendation of the Compensation Committee reducing the amount of annual compensation earned by independent members for serving on the Company's Board of Directors. Effective July 1, 2024, independent members of the Board will be entitled to annual cash compensation of $30,000, paid quarterly and a grant of stock options under the Stock Incentive Plan to purchase two hundred fifty thousand (250,000) shares of the Company's restricted common stock at an exercise price equal to the Company's closing stock price on July 1, 2024. Additionally, independent members of the Board who serve as the Chair of the Board of Directors or Chair of the Audit Committee shall be entitled to annual cash compensation of $15,000, paid quarterly. Independent members of the Board who serve as the Chair of the Compensation Committee or Nominating and Governance Committee shall be entitled to annual cash compensation of $10,000, paid quarterly.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.			Exhibit Title
10.1			Employment Agreement dated July 1, 2024 by and between the Company and Glen R. Ives
10.2			Employment Agreement dated July 1, 2024 by and between the Company and Jay O. Wright
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 3, 2024

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)