Castellum, Inc.
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Aug 8, 2025
CTM$0.38-19.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001877939-25-000082
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 98 previous paragraphs and 115 current paragraphs.
80 unchanged; 17 reworded; 13 added; 0 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 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 (13)
Current report
•the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
Total revenue was $14,024,090 for the three months ended June 30, 2025 as compared to total revenue of $11,522,388 for the three months ended June 30, 2024. The increase of $2,501,702 or 22%, was driven primarily by the award to the
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current report
Revenue
Current report
Cost of revenues
Current report
Gross Profit
Current report
Total gross profit was $9,615,063 for the six months ended June 30, 2025 as compared to total gross profit of $9,188,629 for the six months ended June 30, 2024. The increase of $426,434, or 5%, was driven primarily by the increase of revenue noted above.
Current report
Operating expenses
Current report
Other expense
Current report
Income tax (expense) benefit
Current report
Income tax benefit was $1,497 for the six months ended June 30, 2025, as compared to an expense of $(254,390) for the six months ended June 30, 2024. The decrease in expense of $255,887 or (101)% was primarily driven by an increase in the effective tax rate due to permanent adjustments and changes in valuation allowance against our net deferred tax assets.
Current report
•On June 13, 2025, the Company closed on the June 2025 Public Offering of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit issued as part of the June 2025 Warrants consisted of one share of common stock and one warrant to purchase one share of common stock which are immediately exercisable at $1.22 per share and will expire 60 days from the date of issuance, if not exercised prior to the expiration date. The shares of common stock and June 2025 Warrants are immediately separable and were issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Refer to Note 14, "Subsequent Events" in this Quarterly Report on Form 10-Q, for further details on the exercised June 2025 warrants.
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Reworded paragraphs (17)
Previous wording
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 wording
On March 19, 2025, the Company closed on the public offering (the "March 2025 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 "March 2025 Warrants"). The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance. The shares of common stock and 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 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.
Previous wording
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 wording
Of the 4,500,000 March 2025 Warrants issued during the March Public Offering, 1,755,543 warrants were exercised at $1.08 per share prior to June 30, 2025 for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 warrants expired on May 19, 2025.
Previous wording
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 wording
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. Subsequently, on July 4, 2025, the President signed the One Big Beautiful Bill Act (Public Law No. 119-21), a comprehensive appropriations package informally referred to as the “Big Beautiful Bill.” While this legislation provides continued funding and program authorizations, absent further congressional action, there remains a risk of a government shutdown after September 30, 2025.
Previous 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.
Current wording
Total gross profit was $5,060,447 for the three months ended June 30, 2025 as compared to total gross profit of $4,673,208 for the three months ended June 30, 2024. The increase of $387,239, or 8%, was driven primarily by the increase of revenue noted above.
Previous wording
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 wording
Total operating expenses were $5,443,970 for the three months ended June 30, 2025 as compared to total operating expense of $6,243,413 for the three months ended June 30, 2024. The decrease of $799,443, or 13%, 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.
Previous 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.
Current wording
Total other income (expense) was $(14,357) for the three months ended June 30, 2025 as compared to total other (expense) of $(155,999) for the three months ended June 30, 2024. The decrease in (expense) of $141,642 or 91%, 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 increased cash balance.
Previous 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.
Current wording
Income tax benefit was $75,773 for the three months ended June 30, 2025, as compared to an expense of $(120,531) for the three months ended June 30, 2024. The decrease in expense of $196,304 or 163% was primarily related to the decrease in permanent adjustments and changes in valuation allowance against our net deferred tax assets.
Previous wording
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 wording
Total revenue was $25,688,455 for the six months ended June 30, 2025 as compared to total revenue of $22,857,441 for the six months ended June 30, 2024. The increase of $2,831,014 or 12%, was driven primarily by the award to the Company's subsidiary, GTMR 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 reduction in revenue from the sale of the subsidiary Mainnerve Federal Services, Inc. in September 2024.
Previous 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.
Current wording
Total cost of revenues was $16,073,392 for the six months ended June 30, 2025 as compared to total cost of revenues of $13,668,812 for the six months ended June 30, 2024. The increase of $2,404,580, or 18%, is in line with the change in revenue noted above and additional labor and subcontractor costs for the PMA-290 award.
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 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.
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 June 30, 2025, the Company had $201,988,871 of funded, unfunded, and scheduled priced options. We expect to recognize approximately 22.0% of the remaining performance obligations over the next 12 months, and approximately 65.0% over the next 24 months. The total backlog is $201,988,871. 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 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:
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 June 30, 2025, we had $14,729,948 of cash on hand. During the first six months of 2025, we undertook the following significant equity and debt transactions that enhanced our liquidity and sources of funds:
Previous wording
•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 wording
•On March 19, 2025, the Company closed on the March 2025 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 March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance, if not exercised prior to the expiration date. Gross proceeds from the Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses.
Previous wording
•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 wording
•As of June 30, 2025, 1,755,543 of the March 2025 Warrants issued in the March 2025 Public Offering were exercised at $1.08 per share, for gross proceeds of $1.90 million before deducing placement agent fees.
Previous 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.
Current wording
Shares of our common stock included in our public float as of August 7, 2025 was 82,598,534 which excludes 10,292,022 shares held by officers, directors, and affiliates.
Previous 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.
Current wording
Net cash used in operating activities was $(2,288,422) for the six months ended June 30, 2025, compared to $772,346 net cash provided by for the six months ended June 30, 2024. This decrease in net cash provided by operating activities was primarily driven by an increase in accounts receivable for the six months ended June 30, 2025 due to the ramping up of the PMA-290 award.
Previous 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.
Current wording
Net cash used in investing activities was $(92,791) for the six months ended June 30, 2025, compared to $(54,534) for the six months ended June 30, 2024. The increase in net cash provided by investing activities was primarily due to the purchase of fixed assets.
Previous 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.
Current wording
Net cash provided by financing activities was $4,856,114, for the six months ended June 30, 2025, compared to $(136,828) provided by financing activities for the six months ended June 30, 2024. The increase in net cash provided by financing activities was primarily due to the proceeds from the issuance of common stock and warrants issued in the March 2025 Public Offering and June 2025 Public Offering, offset by the pay down of the revolving line of credit, the pay down of two notes payable as detailed in Note 6, "Notes Payable" in this Quarterly Report on Form 10-Q
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
On June 13, 2025, the Company closed on the public offering (the "June 2025 Public Offering") of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (the "June 2025 Warrants"). The June 2025 Warrants are immediately exercisable at $1.22 per share and will expire 60 days from the date of issuance. The shares of common stock and June 2025 Warrants are immediately separable and issued separately. As of June 30, 2025, none of the June 2025 Warrants issued were exercised. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.
Current report — wording carried from elsewhere
Company's subsidiary, Global Technology and Management Resources, Inc. ("GTMR") 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 reduction in revenue from the sale of the subsidiary Mainnerve Federal Services, Inc. in September 2024.
Current report — wording carried from elsewhere
Total cost of revenues was $8,963,643 for the three months ended June 30, 2025 as compared to total cost of revenues of $6,849,180 for the three months ended June 30, 2024. The increase of $2,114,463, or 31%, is in line with the change in revenue noted above and additional labor and subcontractor costs for the PMA-290 award. The additional subcontractor costs are typically at a lower margin than direct labor.
Current report — wording carried from elsewhere
Total operating expenses were $11,484,593 for the six months ended June 30, 2025 as compared to total operating expense of $13,430,056 for the six months ended June 30, 2024. The decrease of $(1,945,463), or (14)%, 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 — wording carried from elsewhere
Total other expense was $375,879 for the six months ended June 30, 2025 as compared to total other expense of $(1,462,639) for the six months ended June 30, 2024. The decrease in (expense) of $1,838,518 or (126)%, 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 increased cash balance.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024