Castellum Inc
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 13, 2024
CTM$0.45+20.0%Stored close · as of Nov 10, 2026
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Item 6. Exhibits
The documents listed in this Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Form · File Number · Exhibit · Filing Date | |||||
| 2.1 | Stock Purchase Agreement dated May 6, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all of the stockholders of Bayberry Acquisition Corp. | S-1 | 333-267249 | 2.1 | September 2, 2022 |
| 2.2 | First Amendment to Stock Purchase Agreement dated June 2, 2019 by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisition Corp. | S-1 | 333-267249 | 2.2 | September 2, 2022 |
| 2.3 | Second Amendment to Stock Purchase Agreement dated June 8, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisition Corp. | S-1 | 333-267249 | 2.3 | September 2, 2022 |
| 2.4 | Securities Purchase Agreement dated November 21, 2019, by and among BioNovelus, Inc., Corvus Consulting, LLC, and the Buckhout Charitable Remainder Trust | S-1 | 333-267249 | 2.4 | September 2, 2022 |
| 2.5 | Agreement and Plan of Merger dated August 12, 2021, by and among Registrant, KC Holdings Company, Inc., Specialty Systems, Inc., and the Stockholders named herein | S-1 | 333-267249 | 2.5 | September 2, 2022 |
| 2.6 | Agreement and Plan of Merger dated as of March 22, 2023 by and among Castellum, Inc., GTMR Merger Sub., Inc., Global Technology and Management Resources, Inc. (“GTMR”), the stockholders of GTMR, and James Morton, as the representative of the stockholders | 8-K | 001-41526 | 2.1 | March 28, 2023 |
| 3.1 | Amended and Restated Articles of Incorporation of Registrant | S-1 | 333-267249 | 3.1 | September 2, 2022 |
| 3.2 | Amended and Restated Bylaws of Registrant | S-1/A | 333-267249 | 3.2 | October 4, 2022 |
| 3.3 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant | 8-K | 001-41526 | 3.1 | October 18, 2022 |
| 3.4 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant | 8-K | 001-41526 | 3.1 | April 6, 2023 |
| 4.1 | Form of Warrant to Purchase Common Stock of Registrant | S-1 | 333-267249 | 4.1 | September 2, 2022 |
| 4.2 | Common Stock Purchase Warrant dated April 4, 2022, by and between Registrant and Crom Cortana Fund LLC | S-1 | 333-267249 | 4.4 | September 2, 2022 |
| 4.3 | Common Stock Purchase Warrant dated February 13, 2023 by and between Registrant and Crom Cortana Fund LLC | 8-K | 001-41526 | 4.1 | February 16, 2023 |
| 10.1 | Business Acquisition Agreement dated February 11, 2022, by and between Registrant and Lexington Solutions Group, LLC | S-1 | 333-267249 | 10.8 | September 2, 2022 |
| 10.2+ | Registrant’s Stock Incentive Plan | S-1 | 333-267249 | 10.9 | September 2, 2022 |
| 10.3+ | Form of Stock Option Agreement | S-1 | 333-267249 | 10.10 | September 2, 2022 |
| 10.4+ | Employment Agreement dated April 25, 2022, by and between Registrant and David T. Bell | S-1 | 333-267249 | 10.14 | September 2, 2022 |
| 10.5+ | Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc. | 8-K | 001-41526 | 10.1 | March 28, 2023 |
| 10.6+ | Form of Restrictive Covenant Agreement, by and among ____, individually, in favor of and for the benefit of Global Technology and Management Resources, Inc. and Castellum, Inc. | 8-K | 001-41526 | 10.2 | March 28, 2023 |
| 10.7+ | Employment Agreement dated July 1, 2024 by and between the Registrant and Glen R. Ives | 8-K | 001-41526 | 10.1 | July 3, 2024 |
| 10.8+ | Employment Agreement dated July 1, 2024 by and between the Registrant an Jay O. Wright | 8-K | 001-41526 | 10.2 | July 3, 2024 |
| 10.9 | Lease Agreement dated January 11, 2018, between LTD Realty investment, IV, LP, and Specialty Systems, Inc. | S-1 | 333-267249 | 10.15 | September 2, 2022 |
| 10.10 | Form of Director Agreement | S-1 | 333-267249 | 10.16 | September 2, 2022 |
| 10.11++ | Labor Hour Subcontract Agreement between Corvus Consulting, LLC and CACI, Inc. - Federal | S-1 | 333-267249 | 10.17 | September 2, 2022 |
| 10.12++ | Modification dated April 8, 2022 to Purchase Order No. P000096970 between Corvus Consulting, LLC and CACI, Inc.- Federal | S-1 | 333-267249 | 10.18 | September 2, 2022 |
| 10.13++ | Contract No. N00178-14D-7931 effective February 14, 2019 between Specialty Systems, Inc. and NAVAIR Aircraft Division Lakehurst | S-1 | 333-267249 | 10.19 | September 2, 2022 |
| 10.14++ | Modification No. 1 of Contract No. N6833521C0843 effective November 2, 2021 between Specialty Systems, Inc. and NAVAIR Aircraft Division Lakehurst | S-1 | 333-267249 | 10.20 | September 2, 2022 |
| 10.15++ | Time and Material Subcontract Number PO-0018098 dated June 3, 2019 between Perpsecta Engineering, Inc. and Corvus Consulting, LLC | S-1 | 333-267249 | 10.21 | September 2, 2022 |
| 10.16++ | Modification 13 to Time and Material Subcontract Number PO-0018098 dated May 31, 2022 between Perspecta Engineering, Inc. and Corvus Consulting, Inc. | S-1 | 333-267249 | 10.22 | September 2, 2022 |
| 10.17 | Loan and Security Agreement issued on February 22, 2024 by Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Global Technology and Management Resources, Inc., and Live Oak Banking Company | 8-K | 001-41526 | 10.2 | February 22, 2024 |
| 10.18 | Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and Emil Kaunitz | 8-K | 001-41526 | 10.3 | February 22, 2024 |
| 10.19 | Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and Robert Eisiminger | 8-K | 001-41526 | 10.4 | February 22, 2024 |
| 10.20 | Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and The Buckhout Charitable Remainder Trust | 8-K | 001-41526 | 10.5 | February 22, 2024 |
| 10.21 | Amended and Restated Subordination and Standby Agreement dated February 22, 2024 b and between Registrant, Live Oak Banking Company, Emil Kaunitz, and William Cabey | 8-K | 001-41526 | 10.6 | February 22, 2024 |
| 10.22 | Letter Agreement dated February 22, 2024 by and between Registrant and Robert Eisiminger | 8-K | 001-41526 | 10.7 | February 22, 2024 |
| 10.23 | Amended and Restated Convertible Promissory Note in the principal amount of $2,400,000 issued on February 22, 2024 by Registrant, Corvus Consulting, LLC, and The Buckhout Charitable Remainder Trust | 8-K | 001-41526 | 10.8 | February 22, 2024 |
| 10.24 | Letter Agreement dated February 22, 2024 by and between Registrant and Emil Kaunitz | 8-K | 001-41526 | 10.9 | February 22, 2024 |
| 21.1* | List of Subsidiaries | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | The following financial information from Castellum, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, and (v) Notes to the Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
- Management contract or compensatory plan.
++ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. The Company will furnish supplementally an unredacted copy of such exhibit to the SEC or its staff upon its request.
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