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Castellum, Inc.

For the period ended Mar 31, 2025. Filed May 9, 2025.

View on SEC.gov

About this filing

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.

Mar 31, 2025 · Filed May 9, 2025

CTM$0.38-19.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-13.

0001877939-24-000077

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0001877939-25-000050

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 117 previous paragraphs and 98 current paragraphs.

69 unchanged; 17 reworded; 11 added; 31 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

On March 19, 2025, the Company closed on the public offering (the "Public Offering") of 4,500,000 units ("Unit(s)") at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "2025 Warrants"). The 2025 Warrants are immediately exercisable at $1.08 per share and will expire 60 days from the date of issuance. The shares of common stock and 2025 Warrants are immediately separable and were issued separately. Gross proceeds from the Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the offering for working capital and general corporate purposes.

Current report

As of March 31, 2025, 1,145,000 of the 2025 Warrants issued above were exercised at $1.08 per share, for gross proceeds of $1.2 million before deducing placement agent fees.

Current report

The U.S. continues to face an uncertain and evolving political, budgetary, and regulatory environment. In particular, it is difficult to predict the specific course of future defense budgets. Current and future requirements related to the conflicts in Ukraine and the Middle East, threats in the Pacific region and other security priorities, as well as the macroeconomic environment, the national debt, and other domestic priorities, among other things, in the U.S. and globally, will continue to impact our customers’ budgets, spending, and priorities. The U.S. political environment may also impact defense budgets and priorities, issues related to the national debt, and government spending broadly and more specifically, the potential impact of the U.S. DOGE Service Temporary Organization (“DOGE”) on government spending and terminating contracts for convenience. We anticipate that issues related to budgetary priorities and defense spending levels, the debt ceiling, and the spending caps imposed by the Fiscal Responsibility Act of 2023 (“FRA”), particularly with respect to discretionary spending, will continue to be a subject of considerable debate, with a potentially significant impact on our programs and the Company.

Current report

The continuing resolution (“CR”) enacted on December 21, 2024, extended the federal funding at fiscal year 2024 levels through March 14, 2025. On March 15, 2025, the President signed into law the Full-Year Continuing Appropriations and Extensions Act, 2025 (H.R. 1968). This legislation extends government funding at fiscal year 2024 levels through September 30, 2025, thereby averting a government shutdown.

Current report

Total revenue was $11,664,365 for the three months ended March 31, 2025 as compared to total revenue of $11,335,053 for the three months ended March 31, 2024. The increase of $329,312 or 3%, was driven primarily by the award to the Company's subsidiary Global Technology and Management Resources, Inc. of a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions and additional direct labor growth on existing contracts, offset by the sale of the subsidiary Mainnerve Federal Services, Inc. in September 2024.

Current report

Total operating expenses were $6,040,623 for the three months ended March 31, 2025 as compared to total operating expense of $7,186,643 for the three months ended March 31, 2024. The decrease of $1,146,020, or 16%, was primarily driven by a reduction in salaries, achieved through the implementation of strategic cost-saving initiatives and the enhancement of operational efficiencies across all G&A support departments, and a decrease in noncash stock based compensation granted to certain employees

Current report

•2,000,000 warrants were exercised in February of 2025 to purchase 2,000,000 shares of the Company’s common stock which resulted in aggregate proceeds to the Company of $700,000.

Current report

•On March 19, 2025, the Company closed on the Public Offering of 4,500,000 Units at an offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock. The 2025 Warrants are immediately exercisable at $1.08 per share and will expire 60 days from the date of issuance. Gross proceeds from the Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses.

Current report

•As of March 31, 2025, 1,145,000 of the 2025 Warrants issued in the Public Offering were exercised at $1.08 per share, for gross proceeds of $1.2 million before deducing placement agent fees.

Current report

On November 4, 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40). ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09; however, we do not expect the standard will have a material impact on the company’s consolidated financial position, results of operations, and/or cash flows.

Current report

Other accounting standards updates adopted and/or issued, but not effective until after March 31, 2025, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations, and/or cash flows.
Removed paragraphs (31)

Previous report

On February 22, 2024 the Company entered into a $4,000,000 revolving credit facility with Live Oak Banking Company ("Live Oak Bank") that bears interest at prime plus 2% interest which matures on February 22, 2025 (the “New Live Oak Revolver). The New Live Oak Revolver replaces the $950,000 revolving credit facility dated April 4, 2022 with Live Oak Bank with a maturity date of March 28, 2029 (the "Prior Revolving Credit Facility"). The Company rolled over approximately $625,000 of the principal balance outstanding on the Prior Revolving Credit Facility and was advanced an additional amount of $904,793, the majority of which was used to make a partial payment of $809,617 on the Buckhout Remainder Charitable Trust convertible promissory note. See Note 6, "Convertible Promissory Notes - Related Party".

Previous report

On January 25, 2024 the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock. The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and are exercisable to purchase an aggregate of 8,437,501 shares of common stock, for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”).

Previous report

On November 9, 2023 the Board of Directors approved an amendment to the Company's 2021 Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's shareholders at its annual meeting on May 29, 2024.

Previous report

On September 26, 2024, following passage by both chambers of Congress, the President signed a continuing resolution (“CR”) to extend government funding through December 20, 2024.

Previous report

•the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous report

Total revenue was $11,608,691 for the three months ended September 30, 2024 as compared to total revenue of $11,741,164 for the three months ended September 30, 2023. The decrease of $(132,473) or (1)%, was driven primarily by lost positions on certain legacy contracts due to reduction in funding.

Previous report

Total operating expenses were $6,341,753 for the three months ended September 30, 2024 as compared to total operating expense of $13,410,857 for the three months ended September 30, 2023. The decrease of $7,069,104, or 53%, was primarily driven by the goodwill impairment loss of $6,919,094 recognized in Q3 2023.

Previous report

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Previous report

Total revenue was $34,466,131 for the nine months ended September 30, 2024 as compared to total revenue of $34,153,979 for the nine months ended September 30, 2023. The increase of $312,152 or 1%, was driven primarily by organic contributions from the acquisition of Global Technology and Management Resources, Inc. ("GTMR" and the "GTMR Acquisition").

Previous report

Total cost of revenues was $20,318,846 for the nine months ended September 30, 2024 as compared to total cost of revenues of $20,066,904 for the nine months ended September 30, 2023. The increase of $251,942, or 1%, is in line with the minimal change in revenue noted above due to the acquisition and higher costs of certain projects.

Previous report

Total gross profit was $14,147,285 for the nine months ended September 30, 2024 as compared to total gross profit of $14,087,075 for the nine months ended September 30, 2023. The increase of $60,210, or 0%, was driven primarily by the higher margins of certain projects due to managing costs on certain projects and organic contributions from the acquisition of GTMR.

Previous report

Total operating expenses were $19,771,809 for the nine months ended September 30, 2024 as compared to total operating expense of $29,223,658 for the nine months ended September 30, 2023. The decrease of $(9,451,849), or (32)%, was primarily driven by the decrease in general and administrative expenses caused largely by noncash stock based compensation in 2023 paid to executives, the goodwill impairment loss, and expenses related to warrants issued to two officers in connection with the GTMR Acquisition.

Previous report

Total other expense was $(1,617,118) for the nine months ended September 30, 2024 as compared to total other expense of $(1,613,781) for the nine months ended September 30, 2023. The increase of $(3,337) or 0%, was primarily driven by a gain from the change in fair value of derivative liabilities, and interest expense net of income.

Previous report

Income tax benefit was $3,090 for the nine months ended September 30, 2024, as compared to a benefit of $1,136,345 for the nine months ended September 30, 2023. The decrease in benefit of $(1,133,255) or (100)% was primarily related to the decrease in permanent adjustments and decreased profitability during the year as the Company maintains a full valuation allowance against its' deferred tax assets..

Previous report

•In January 2024, after filing a universal shelf registration statement on Form S-3 with the SEC in December of 2023 allowing us to issue additional equity (“Security Offering”), we raised net proceeds of approximately $2,200,000.

Previous report

•In February 2024, we paid the outstanding principal and accrued interest owed on a note payable to Crom Cortana Fund LLC ("Crom") in the amount of $847,000.

Previous report

•In February 2024, we agreed with Emil Kaunitz to extend the maturity date of a $400,000 note payable from December 31, 2024, to August 1, 2025, after which we will make monthly principal payments of $50,000 per month for eight months.

Previous report

•In February 2024, we entered into a new $4,000,000 revolving credit facility with Live Oak Bank which matures on February 22, 2025 (the “New Live Oak Revolver”). The New Live Oak Revolver replaces the $950,000 revolving credit facility noted above (“Old Live Oak Revolver”), and we rolled over the $625,025 outstanding principal balance outstanding on the Old Live Oak Revolver and drew an additional amount of $904,793. We also made payments of $1,209,617 to the holders of two notes payable noted below. On August 15, 2024, the Company modified the terms of the New Live Oak Revolver with Live Oak Bank under which the borrowing capacity is reduced from $4,000,000 to $2,000,000.

Previous report

•In February 2024, we agreed with Robert Eisiminger to extend the maturity dates of two notes payable for $5,600,000 and $400,000 from September 30, 2024, to August 31, 2026. The change in the terms of the two notes resulted in the debt extinguishment of both the old notes and resulted in the establishment of one note totaling $6,000,000. We paid off a third note totaling $400,000.

Previous report

•In February 2024, we agreed with the Buckhout Charitable Remainder Trust to pay down and amend a convertible promissory note payable totaling $3,209,617. We accessed the New Live Oak Revolver to pay down principal of $809,617. We simultaneously agreed to enter into a new note payable in the principal amount of $2,400,000 which matures on August 31, 2026, and may not be converted into common stock. Beginning in September 2024, we commenced making monthly principal payments of $100,000 for 24 months.

Previous report

•In May 2024, the Company entered in to a program to self-insure some of our health risk up to a certain limit, with the use of a stop loss policy. In June 2024, we made an equity investment in a captive insurance company for $54,533. To mitigate risks, the Company created a reserve as of September 30, 2024, of $79,217 based on one month of claims data. Additionally, the Company has engaged with a third-party actuarial firm to assist in providing reports related to claims incurred but not reported. Losses will be accrued based on the Company's historical claims experience and reports provided by the actuaries.

Previous report

•On July 8, 2024, we repaid the balance owed on the Old Live Oak Revolver of $252,678, that was due to mature on August 11, 2024. This payment retired the Old Live Oak Revolver.

Previous report

As of September 30, 2024, we had $2,742,961 of cash on hand and unused borrowing capacity of $470,182 from our New Live Oak Revolver.

Previous report

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Previous report

We currently self-insure for certain losses relating to employee health-care claims. We use captive insurance as a risk-reduction strategy to minimize catastrophic losses. We record a self-insurance liability using an estimate of claims incurred but not yet reported or paid, up to our stop-loss policy, based on historical claims experience and actuarial methods. The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience and judgments about the present and expected levels of cost per claim. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly. As of September 30, 2024, our self-insurance reserve estimate is $79,217.
Reworded paragraphs (17)

Previous wording

Castellum, Inc. is focused on building a large, successful technology company in the areas of cybersecurity, information technology, electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets. Our services include intelligence analysis, software development, software engineering, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering ("MBSE"). Our primary customers are agencies and departments of the U.S. Government ("USG"), financial services, healthcare, and other users of large data applications. Our expertise and technology support national security missions and government modernization for intelligence, defense, and federal civilian customers.

Current wording

Castellum, Inc. is a technology company focused on leveraging the power of information technology to help solve the nation’s most pressing national security challenges. The Company provides clients in the United States (“U.S.) government (“USG”), financial services, healthcare, and other users of large data applications with services which include intelligence analysis, software development, software engineering, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of technology companies in the areas of cybersecurity, information technology (“IT”), electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients.

Previous wording

•budget deficits and the growing United States ("U.S.") national debt increasing pressure on the USG to reduce federal spending across all federal agencies together with associated uncertainty about the size and timing of those reductions;

Current wording

•budget deficits and the growing U.S. national debt increasing pressure on the USG to reduce federal spending across all federal agencies together with associated uncertainty about the size and timing of those reductions;

Previous wording

•consolidation of acquisition authority in areas directly related to the core business of the Company could limit limit access to new business and re-competing for existing business;

Current wording

•consolidation of acquisition authority in areas directly related to the core business of the Company could limit access to new business and re-competing for existing business;

Previous wording

In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we described in Part II, Item 1A, of this Annual Report on Form 10-Q, and Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 21, 2024 have affected or could materially adversely affect our business, prospects, operating results, and financial condition.

Current wording

In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we described in Part II, Item 1A. on this Quarterly Report on Form 10Q and Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 11, 2025 have affected or could materially adversely affect our business, prospects, operating results, and financial condition.

Previous wording

Total cost of revenues was $6,650,035 for the three months ended September 30, 2024 as compared to total cost of revenues of $6,903,689 for the three months ended September 30, 2023. The decrease of $(253,654), or (4)%, is in line with the change in revenue noted above and managing labor costs on certain projects.

Current wording

Total cost of revenues was $7,109,749 for the three months ended March 31, 2025 as compared to total cost of revenues of $6,819,632 for the three months ended March 31, 2024. The increase of $290,117, or 4%, is in line with the change in revenue noted above and additional labor and subcontractor costs for the PMA-290 award.

Previous wording

Total gross profit was $4,958,656 for the three months ended September 30, 2024 as compared to total gross profit of $4,837,475 for the three months ended September 30, 2023. The increase of $121,181, or 3%, was driven primarily by managing labor costs on certain projects.

Current wording

Total gross profit was $4,554,616 for the three months ended March 31, 2025 as compared to total gross profit of $4,515,421 for the three months ended March 31, 2024. The increase of $39,195, or 1%, was driven primarily by managing labor costs on certain projects.

Previous wording

Total other income (expense) was $(154,475) for the three months ended September 30, 2024 as compared to total other (expense) of $(516,218) for the three months ended September 30, 2023. The decrease in (expense) of $361,743 or 70%, was primarily driven by the decrease in the amortization on debt discount on our notes payable, and decrease in expense due to the reduction in the fair value of derivative liability.

Current wording

Total other income (expense) was $390,236 for the three months ended March 31, 2025 as compared to total other (expense) of $(1,306,641) for the three months ended March 31, 2024. The decrease in (expense) of $1,696,877 or 130%, was primarily driven by the decrease in expense due to the reduction in the fair value of derivative liability, the decrease in interest expense due to the overall decrease in debt, and the increase in interest income due to the Company's cash balance.

Previous wording

Income tax benefit was $257,480 for the three months ended September 30, 2024, as compared to an expense $(102,584) for the three months ended September 30, 2023. The increase in expense of $360,064 or 351% was primarily related to the decrease in permanent adjustments and decreased profitability during the year as the Company maintains a full valuation allowance against its' deferred tax assets.

Current wording

Income tax expense was $(74,276) for the three months ended March 31, 2025, as compared to an expense $(133,859) for the three months ended March 31, 2024. The decrease in expense of $59,583 or 45% was primarily related to the decrease in permanent adjustments and changes in valuation allowance against our net deferred tax assets.

Previous wording

Our total scheduled backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or optional orders. Excluding unscheduled options orders, as of September 30, 2024, the Company had $87,565,951 of funded, unfunded, and scheduled priced options. We expect to recognize approximately 38.0% of the remaining performance obligations over the next 12 months, and approximately 63.0% over the next 24 months. Including priced options that have been awarded but not yet scheduled of $28,474,144, our grand total backlog is $116,040,095. The remainder is expected to be recognized thereafter. As with all government contracts there is no guarantee the customer will have future funding or exercise their contract option in the out-years. Our backlog includes orders under contracts that in some cases extend for several years. Congress generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.

Current wording

Our total scheduled backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or optional orders. Excluding unscheduled options orders, as of March 31, 2025, the Company had $203,359,070 of funded, unfunded, and scheduled priced options. We expect to recognize approximately 21.0% of the remaining performance obligations over the next 12 months, and approximately 62.0% over the next 24 months. Including priced options that have been awarded but not yet scheduled of $13,974,906, our grand total backlog is $217,333,976. The remainder is expected to be recognized thereafter. As with all government contracts there is no guarantee the customer will have future funding or exercise their contract option in the out-years. Our backlog includes orders under contracts that in some cases extend for several years. Congress generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.

Previous wording

We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our current credit facilities, and in October, 2022, with an equity issuance through the listing of our common stock on the NYSE American LLC ("NYSE American"). In January and February of 2024, we undertook the following significant equity and debt transactions that enhance our liquidity and sources of funds:

Current wording

We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our previous credit facilities, and in October, 2022, with an equity issuance through the listing of our common stock on the NYSE American LLC. As of March 31, 2025, we had $13,289,600 of cash and cash equivalents on hand. During the first quarter of 2025, we undertook the following significant equity and debt transactions that enhanced our liquidity and sources of funds:

Previous wording

Our material cash requirements from known contractual and other obligations primarily relate to payments on our credit facilities. For information related to these cash requirements, refer to Note 6, "Convertible Promissory Notes - Related Party", Note 7, "Notes Payable", Note 8, "Note Payable - Related Party", Note 9, "Revolving Credit Facility", and Note 10, "Due to Seller and Contingent Earnout" in this Quarterly Report on Form 10-Q.

Current wording

Our material cash requirements from known contractual and other obligations primarily relate to payments on our credit facilities. For information related to these cash requirements, refer to Note 6, "Notes Payable", Note 7, "Note Payable - Related Party", and Note 9, "Due to Seller" in this Quarterly Report on Form 10-Q.

Previous wording

Shares of our common stock included in our public float as of November 11, 2024 was 29,827,540 which excludes 26,282,388 shares held by officers, directors, and affiliates.

Current wording

Shares of our common stock included in our public float as of May 8, 2025 was 68,021,165 which excludes 17,905,681 shares held by officers, directors, and affiliates.

Previous wording

Net cash provided by operating activities was $1,514,537 for the nine months ended September 30, 2024, compared to $(3,135,420) for the nine months ended September 30, 2023. This increase in net cash provided by operating activities was primarily driven by a decrease in net loss, decrease in stock based compensation, and collections of accounts receivable, offset by an increase in accounts payable for the nine months ended September 30, 2024.

Current wording

Net cash used in operating activities was $(2,502,640) for the three months ended March 31, 2025, compared to $23,728 for the three months ended March 31, 2024. This decrease in net cash provided by operating activities was primarily driven by an increase in accounts receivable for the three months ended March 31, 2025.

Previous wording

Net cash provided by investing activities was $51,672 for the nine months ended September 30, 2024, compared to $(443,240) for the nine months ended September 30, 2023. The increase in net cash provided by investing activities was primarily due to the sale of the subsidiary Mainnerve Federal Services, Inc. dba MFSI Government Group (“MFSI") during the nine months ended September 30, 2024, compared to investing activities related to the GTMR Acquisition for the nine months ended September 30, 2023.

Current wording

Net cash provided by investing activities was $4,435 for the three months ended March 31, 2025, compared to $0 for the three months ended March 31, 2024. The increase in net cash provided by investing activities was primarily due to the sale of the subsidiary Mainnerve Federal Services, Inc. dba MFSI Government Group.

Previous wording

Net cash used in financing activities was $(654,089), for the nine months ended September 30, 2024, compared to $273,741 provided by financing activities for the nine months ended September 30, 2023. The decrease in net cash used in financing activities was primarily due to payments on notes payable and payments to sellers from the GTMR Acquisition and the acquisition of Specialty Systems, Inc. ("SSI" and the "SSI Acquisition"), offset by the proceeds from the SPA and an additional draw on the line of credit.

Current wording

Net cash provided by financing activities was $3,532,757, for the three months ended March 31, 2025, compared to $395,693 provided by financing activities for the three months ended March 31, 2024. The increase in net cash provided by financing activities was primarily due to the proceeds from the issuance of common stock and 2025 Warrants issued in the Public Offering, offset by the pay down of the revolving line of credit.

Previous wording

A summary of our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year-ended December 31, 2023. There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year-ended December 31, 2023, with the exception of the following.

Current wording

A summary of our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year-ended December 31, 2024. There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year-ended December 31, 2024.

Previous wording

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliations as well as information on income taxes paid. This update is effective for annual periods beginning in our fiscal year ending December 31, 2025. Early adoption is permitted. We are currently evaluating the impact that this update will have on our financial statement disclosures.

Current wording

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliations as well as information on income taxes paid. This update is effective for annual periods beginning in our fiscal year ending December 31, 2025. Early adoption is permitted. We are currently evaluating the impact that this update will have on our financial statement disclosures.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024