Castellum, Inc. Announces Intent to Offer Shares of Common Stock and Warrants in Public Offering

Castellum, Inc. plans to publicly offer shares and warrants, using proceeds for working capital and corporate purposes.

Quiver AI Summary

Castellum, Inc., a cybersecurity and software services company focused on the federal government, announced its intention to conduct a public offering of shares of common stock and warrants for common stock. The company plans to use the net proceeds for working capital and general corporate purposes. The offering is subject to market conditions and will be facilitated by Maxim Group LLC as the placement agent. Castellum's registration statement for these securities was filed and became effective earlier this year. A preliminary prospectus, providing details about the offering, will be available through the SEC's website and by contacting Maxim Group. The press release also contains forward-looking statements that express uncertainty regarding the company's future performance and potential risks associated with the offering.

Potential Positives

• Castellum, Inc. is entering a public offering of shares and warrants, providing potential for increased capital.
• The net proceeds from the offering are intended for working capital and general corporate purposes, which may support the company's growth and operational needs.
• The offering is managed by Maxim Group LLC, a recognized placement agent, which could enhance the credibility and execution of the offering.

Potential Negatives

• The press release indicates that the offering is subject to market and other conditions, creating uncertainty about whether it will be completed.
• There is no assurance regarding the actual size or terms of the offering, which may lead to investor skepticism.
• Potential risks highlighted include the company's ability to close the equity offering and maintain its stock listing, which could affect investor confidence.

FAQ

What is Castellum, Inc. planning to do?

Castellum, Inc. intends to offer and sell shares of its common stock and associated warrants in a public offering.

How will Castellum use the proceeds from the offering?

The net proceeds are intended for working capital and general corporate purposes.

Who is the placement agent for the offering?

Maxim Group LLC is acting as the sole placement agent for the offering on a reasonable best-efforts basis.

When was the shelf registration statement filed?

The shelf registration statement on Form S-3 was filed with the SEC and became effective on January 24, 2025.

Where can I find the preliminary prospectus supplement?

The preliminary prospectus supplement will be available on the SEC’s website at www.sec.gov when filed.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$CTM Insider Trading Activity

$CTM insiders have traded $CTM stock on the open market 4 times in the past 6 months. Of those trades, 0 have been purchases and 4 have been sales.

Here’s a breakdown of recent trading of $CTM stock by insiders over the last 6 months:

• JAY O WRIGHT (General Counsel, Secretary) has made 0 purchases and 2 sales selling 500,000 shares for an estimated $717,450.
• MARK C FULLER has made 0 purchases and 2 sales selling 500,000 shares for an estimated $710,275.

To track insider transactions, check out Quiver Quantitative's insider trading dashboard.

$CTM Hedge Fund Activity

We have seen 7 institutional investors add shares of $CTM stock to their portfolio, and 12 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

• ARMISTICE CAPITAL, LLC added 1,535,505 shares (+inf%) to their portfolio in Q4 2024, for an estimated $3,071,010
• BANK OF NEW YORK MELLON CORP added 1,227,824 shares (+inf%) to their portfolio in Q4 2024, for an estimated $2,455,648
• JANE STREET GROUP, LLC added 429,310 shares (+2180.2%) to their portfolio in Q4 2024, for an estimated $858,620
• GEODE CAPITAL MANAGEMENT, LLC added 99,714 shares (+49.9%) to their portfolio in Q4 2024, for an estimated $199,428
• CITADEL ADVISORS LLC removed 96,128 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $16,812
• TWO SIGMA SECURITIES, LLC removed 42,635 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $85,270
• XTX TOPCO LTD removed 34,294 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $68,588

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

Full Release

VIENNA, Va., March 14, 2025 (GLOBE NEWSWIRE) --  Castellum, Inc. (the “Company” or “Castellum”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced that it intends to offer and sell shares of its common stock and warrants exercisable into shares of the Company’s common stock, in a public offering. All of the shares of common stock are being offered by Castellum. Castellum initially intends to use the net proceeds of the offering for working capital and general corporate purposes. Consummation of the offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Maxim Group LLC is acting as the sole placement agent for the offering on a reasonable best-efforts basis.

A shelf registration statement on Form S-3 (File No. 333-284205) relating to the securities being offered was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on January 24, 2025. The shares may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the public offering are being filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the public offering may also be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus, together with the information incorporated by reference therein, for more complete information about the Company and the proposed offering. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Castellum, Inc.

Castellum, Inc. (NYSE-American: CTM) is a defense-oriented technology company that is executing strategic acquisitions in the cybersecurity, MBSE, and information warfare areas -


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. Words such as “will,” “would,” “believe,” and “expects,” and similar language or phrasing are indicative of forward-looking statements. 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, including, among others: the Company’s ability to close the described equity offering ; 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. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in Item 1A. “Risk Factors” section of the Company’s recently filed Form 10-Q, Item 1A. "Risk Factors” in the Company’s most recent Form 10-K, and other filings with the Securities and Exchange Commission which can be viewed at www.sec.gov. These risks and uncertainties, or not closing the described potential debt financing in this press release, could cause the Company's actual results to differ materially from those indicated in the forward-looking statements. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Contact:

Glen Ives




President and Chief Executive Officer




Phone: (703) 752-6157




Contact:




Info@castellumus.com

A photo accompanying this announcement is available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/77c7240e-45a9-4c58-8e4f-2318bab1b4df

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.