Form 8-K - Current report

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): May 29, 2024

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 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

Mark C. Fuller, President and Chief Executive Officer ("CEO") of Castellum, Inc. (the "Company") will be stepping down from those positions effective July 1, 2024 to pursue other interests. Glen Ives, currently the Chief Operating Officer of the Company, will become the new CEO, effective July 1, 2024.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 29, 2024 (the “2024 Annual Meeting”), at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on April 16, 2024 (the “2024 Proxy Statement”). A quorum of the Company’s common shares was present for the 2024 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 - Stockholders elected seven directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualify. The name of each director elected, and the votes cast for such individuals are set forth below:


Name	For	Withheld	Broker Non-Votes
Mark S. Alarie	34,419,811	711,585	4,838,305
John F. Campbell	34,378,174	753,222	4,838,305
Bernard S. Champoux	34,509,476	621,920	4,838,305
Patricia Frost	34,099,822	1,031,574	4,838,305
Mark C. Fuller	31,597,875	3,533,521	4,838,305
C. Thomas McMillen	34,531,227	600,169	4,838,305
Jay O. Wright	31,719,597	3,411,799	4,838,305

Proposal 2 - Stockholders approved a proposal to ratify the Company’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The votes regarding Proposal 2 are set forth below:


For	Against	Abstentions
37,754,956	2,197,068	17,677

Proposal 3 - Stockholders approved an amendment to the Castellum, Inc. 2021 Stock Incentive Plan to increase the aggregate number of shares reserved for issuance under the plan to 6,000,000. The votes regarding Proposal 3 are set forth below:


For	Against	Abstentions	Broker Non-Votes
33,317,437	1,787,570	26,389	4,838,305

Item 8.01 Other Events.

On May 29, 2024, the Company issued a press release announcing leadership changes. The full text of the press release 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
99.1			Press Release dated May 29 , 2024
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: May 29, 2024

By:

/s/ Mark C. Fuller

Name:

Mark C. Fuller

Title:

Chief Executive Officer (Principal Executive Officer)

Exhibit 99.1

Castellum, Inc. Announces Leadership Changes

Vienna, VA.- May 29, 2024 - Castellum, Inc. (the "Company" or “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces two leadership changes. Mark Fuller, co-founder of Castellum and Chief Executive Officer (“CEO”), will be stepping down as CEO effective July 1, 2024, to pursue other interests. Glen Ives, currently Chief Operating Officer of Castellum, will become the new CEO, effective July 1, 2024.

“The Board of Castellum would like to thank Mark for his founding vision and five years of service as CEO of the Company,” said Bernie Champoux, Chairman of Castellum’s Board of Directors. “Mark helped build a $45 million company with strong cybersecurity, electronic warfare, and software services capabilities. We now look forward to Glen leading us as we seek to increase our organic revenue growth, improve our profitability, and continue to look at accretive, capabilities-enhancing acquisitions selectively.”

“I have enjoyed my five years of leading Castellum from just a concept on a whiteboard to a strong mid-market government services company,” said Mark Fuller. “I am confident that Glen will continue to build the Company in the years ahead, given his excellent leadership skills, relationships, and overall acumen.”

“I look forward to the challenge of helping Castellum continue to grow its footprint in the government services market,” said Glen Ives. “Mark has done a very good job putting the foundation of a large company into place. I look forward to building on that foundation as Castellum continues to serve our nation and our shareholders in the years ahead.”

About Castellum, Inc. (NYSE-American: CTM):

Castellum, Inc. is a cybersecurity, electronic warfare, and software engineering services company focused on the federal government - 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. 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,” "shooting to,” "intend,” "in a position,” "looking to,” "pursue,” "positioned,” "will,” "likely,” "would," or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company's expectations for revenue growth, building value, serving our shareholders, 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 (sometimes materially) from the results expressed or implied in the forward-looking statements,

Exhibit 99.1

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 a 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 LLC. 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 the 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:

Mark Fuller, President & CEO

info@castellumus.com

(301) 961-4895

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9c429ca7-f564-40b9-b710-172b16aec1d0

Cover	Jan. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	CASTELLUM, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-41526
Entity Tax Identification Number	27-4079982
Entity Address, Address Line One	1934 Old Gallows Road, Suite
Entity Address, City or Town	Vienna
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22182
City Area Code	703
Local Phone Number	-6157
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	NYSEAMER
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001877939
Amendment Flag	false