Castellum Announces Pricing of $2.7 Million Registered Direct Offering
25 Janeiro 2024 - 10:55AM
Castellum, Inc. (the “Company”) (NYSE-American: CTM), a
cybersecurity, electronic warfare, and software services company
focused on the federal government today announced that it has
entered into a securities purchase agreement with an institutional
investor to purchase 8,437,501 shares of common stock (or
pre-funded warrants in lieu thereof) in a registered direct
offering. 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 is $0.32. The warrants will
become exercisable upon receipt of shareholder approval, expire
five years from such approval, 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 are
estimated to be approximately $2.7 million before deducting the
placement agent’s fees and other estimated offering expenses
payable by the Company. The offering is expected to close on or
about January 29, 2024, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
The shares of common stock (or pre-funded
warrants in lieu thereof) are being 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) will be made only by
means of a prospectus supplement that forms a part of such
registration statement. The warrants to be 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 will there be
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 will be filed by the Company with the SEC. When
available, 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.
About Castellum,
Inc.
Castellum, Inc. (NYSE-American: CTM) is a
defense-oriented technology company that is executing strategic
acquisitions in the cybersecurity, MBSE, and information warfare
areas - http://castellumus.com/.
Forward-Looking Statements:
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements are inherently uncertain,
based on current expectations and assumptions concerning future
events or future performance of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are only predictions and speak only as of the date hereof.
Words such as “will,” “would,” “believe,” and “expects,” and
similar language or phrasing are indicative of forward-looking
statements. These forward-looking statements are subject to risks,
uncertainties, and other factors, many of which are outside of the
Company’s control, that could cause actual results to differ
(sometimes materially) from the results expressed or implied in the
forward-looking statements, including, among others: the Company’s
ability to close the described debt financing; its ability to
effectively integrate and grow its acquired companies; its ability
to identify additional acquisition targets and close additional
acquisitions; the impact on the Company’s revenue due to a delay in
the U.S. Congress approving a federal budget; and the Company’s
ability to maintain the listing of its common stock on the NYSE
American LLC. In evaluating such statements, prospective investors
should review carefully various risks and uncertainties identified
in Item 1A. “Risk Factors” section of the Company’s recently filed
Form 10-Q, Item 1A. "Risk Factors” in the Company’s most recent
Form 10-K, and other filings with the Securities and Exchange
Commission which can be viewed at www.sec.gov. These risks and
uncertainties, or not closing the described potential debt
financing in this press release, could cause the Company's actual
results to differ materially from those indicated in the
forward-looking statements.
Contact:
Mark Fuller, President & CEO
info@castellumus.com 301-961-4895
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/81f6c2c4-1435-4068-a7c2-53f0bc428dce
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