Castellum Inc
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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FY2023 · Filed Mar 21, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
| Series A Preferred · Series B Preferred · Series CPreferred · Common · AdditionalPaid-In Capital · AccumulatedDeficit · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount · Shares · Amount · Shares · Amount | |||||||||||
| Balances at December 31, 2020 | 5,875,000 | $588 | 3,610,000 | $361 | — | $— | 15,411,264 | $1,541 | $6,133,332 | $(3,527,296) | $2,608,526 |
| Stock-based compensation – options | — | — | — | — | — | — | — | — | 3,113,261 | — | 3,113,261 |
| Stock-based compensation - warrants | — | — | — | — | — | — | — | — | 3,806,263 | — | 3,806,263 |
| Shares issued in acquisition of MFSI | — | — | — | — | — | — | 1,114,023 | 111 | 1,782,326 | — | 1,782,437 |
| Cancellation of shares in acquisition of MFSI | — | — | — | — | — | — | (250,000) | (25) | (399,975) | — | (400,000) |
| Shares issued in acquisition of Merrison | — | — | — | — | — | — | 500,000 | 50 | 1,594,950 | — | 1,595,000 |
| Shares issued in acquisition of SSI, net of transaction costs | — | — | — | — | — | — | 2,632,095 | 263 | 7,822,087 | — | 7,822,350 |
| Shares issued in asset acquisition of The Albers group, LLC | — | — | — | — | — | — | 481,250 | 49 | 1,924,951 | — | 1,925,000 |
| Shares issued in exercise of stock options | — | — | — | — | — | — | 10,000 | 1 | 7,999 | — | 8,000 |
| Shares issued for cash in Series C Preferred Subscription Agreements | — | — | — | — | 620,000 | 62 | 62,000 | 6 | 619,932 | — | 620,000 |
| Net loss for the year | — | — | — | — | — | — | — | — | — | (7,558,720) | (7,558,720) |
| Balances at December 31, 2021 | 5,875,000 | $588 | 3,610,000 | $361 | 620,000 | $62 | 19,960,632 | $1,996 | $26,405,126 | $(11,086,016) | $15,322,117 |
| Stock-based compensation - options | — | — | — | — | — | — | 0 | — | 4,985,233 | — | 4,985,233 |
| Stock-based compensation - warrants | — | — | — | — | — | — | 0 | — | 3,496,912 | — | 3,496,912 |
| Stock-based compensation - shares issued for services and Restricted stock | — | — | — | — | — | — | 75,000 | 8 | 379,491 | — | 379,499 |
| Shares issued for uplisting, net of offering costs of approximately $$700,000 | — | — | — | — | — | — | 1,351,231 | 135 | 2,000,621 | — | 2,000,756 |
| Shares issued for exercise of stock options | — | — | — | — | — | — | 15,000 | 2 | 11,998 | — | 12,000 |
| Shares issued for cash including fair value adjustment | — | — | — | — | — | — | 1,250,000 | 125 | 499,875 | — | 500,000 |
| Subscription agreement | — | — | — | — | 150,000 | 15 | 15,000 | 2 | 149,983 | — | 150,000 |
| Debt discount recognized for obligation to issue common stock | — | — | — | — | — | — | 0 | — | (100,000) | — | (100,000) |
| Partial conversion of note payable | — | — | — | — | — | — | 100,000 | 10 | 159,990 | — | 160,000 |
| Shares issued to satisfy obligation to issue shares | — | — | — | — | — | — | 132,500 | 13 | 533,737 | — | 533,750 |
| Fair value adjustment on common stock for Crom | — | — | — | — | — | — | 0 | — | 93,000 | — | 93,000 |
| Deferred issuance costs | — | — | — | — | — | — | 125,000 | 12 | 59,288 | — | 59,300 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Conversion of Series B preferred shares to common stock | — | — | (3,610,000) | (361) | — | — | 18,050,000 | 1,805 | (1,444) | — | — | |||
| Net loss for the year | — | — | — | — | — | — | 0 | — | — | (15,008,554) | (15,008,554) | |||
| Balances at December 31, 2022 | 5,875,000 | $588 | — | $— | 770,000 | $77 | 41,699,363 | $4,170 | $43,621,651 | $(26,094,570) | $17,531,916 | |||
| Stock-based compensation - options | — | — | — | — | — | — | 0 | 5,923,200 | — | 5,923,200 | ||||
| Stock-based compensation - warrants | — | — | — | — | — | — | 0 | 1,076,969 | — | 1,076,969 | ||||
| Stock-based compensation - shares issued for services and Restricted stock | — | — | — | — | — | — | 462,244 | 45 | 423,614 | — | 423,659 | |||
| Shares issued in acquisition of GTMR | — | — | — | — | — | — | 4,866,570 | 487 | 5,304,075 | — | 5,304,562 | |||
| Extinguishment of Crom Note | — | — | — | — | — | — | 556,250 | 56 | 589,944 | — | 590,000 | |||
| Loss on induced conversion | — | — | — | — | — | — | 0 | — | 300,000 | — | 300,000 | |||
| Extinguishment of debt discount related to derivative liability | — | — | — | — | — | — | 0 | (171,128) | — | (171,128) | ||||
| Extinguishment of debt discount related to debt issuance | — | — | — | — | — | — | 0 | (8,034) | — | (8,034) | ||||
| Extinguishment of derivative liability | — | — | — | — | — | — | 0 | 33,375 | — | 33,375 | ||||
| Shares issued in private placement | — | — | — | — | — | — | 63,000 | 6 | 125,994 | — | 126,000 | |||
| Shares issued as commitment shares in Crom Transaction | — | — | — | — | — | — | 25,000 | 3 | 10,997 | — | 11,000 | |||
| Balance sheet reclassification adjustment (a) | — | — | — | — | — | — | 0 | (304,500) | 30,000 | (274,500) | ||||
| Net loss | — | — | — | — | — | — | 0 | — | (17,918,330) | (17,918,330) | ||||
| Balances at December 31, 2023 | 5,875,000 | $588 | — | $— | 770,000 | $77 | 47,672,427 | $4,767 | $56,926,157 | $(43,982,900) | $12,948,689 |
On July 19, 2021, the Company filed a Certificate of Amendment with the State of Nevada to change the par value of all common and preferred stock to all be $0.0001. All changes to the par value dollar amount for these classes of stock and adjustment to additional paid in capital have been made retroactively.
On October 13, 2022, the Company effected a 1-for-20 reverse split of our authorized and outstanding shares of common stock (“Reverse Stock Split”). As a result of the Reverse Stock Split, all authorized and outstanding common stock and per share amounts in this Annual Report on Form 10-K, including but not limited to, the consolidated financial statements and footnotes included herein, have been adjusted to reflect the Reverse Stock Split for all periods presented.
(a) In the second quarter of 2023, the Company made an immaterial balance sheet reclassification to reduce additional paid in capital by $304,500 and to increase the obligation to issue common shares account and the accumulated deficit account by $274,500 and $30,000, respectively. These immaterial amounts are also reflected in the Company's Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and the Consolidated Statement of Changes in Stockholders' Equity.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.