Castellum Announces Closing of $2.7 Million Registered Direct Offering

BETHESDA, Md., Jan. 29, 2024 (GLOBE NEWSWIRE) -- Castellum, Inc. (the “Company”) (NYSE-American: CTM), a cybersecurity, electronic warfare, and software services company focused on the federal government today announced the closing of its previously announced registered direct offering, consisting of the sale of 8,437,501 shares of common stock (or pre-funded warrants in lieu thereof). In a concurrent private placement, the Company also agreed to issue and sell to the investor warrants to purchase up to 8,437,501 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant was $0.32. The warrants will become exercisable upon effectiveness of shareholder approval, expire five years from such approval date, and have an exercise price of $0.35 per share.

The gross proceeds to the Company from the registered direct offering and concurrent private placement were approximately $2.7 million before deducting the placement agent’s fees and other estimated offering expenses payable by the Company.

“Today’s announcement represents another important milestone for Castellum,” said Mark Fuller, President and CEO. “We have strengthened our balance sheet by reducing our net leverage while increasing our liquidity to support the growth of our business. We now look forward to landing some new contract wins in 2024 to improve our income statement and further improve our net leverage ratios.”

Maxim Group LLC acted as the sole placement agent in connection with the offering.

The shares of common stock (or pre-funded warrants in lieu thereof) were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2023. The offering of shares of common stock (or pre-funded warrants in lieu thereof) were made only by means of a prospectus supplement that forms a part of such registration statement. The warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor were there any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the shares of common stock and pre-funded warrants was filed by the Company with the SEC on January 29, 2024. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.