SEC Info - Castellum, Inc. - ‘8-K’ for 4/5/23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): i April 5, 2023

i CASTELLUM, INC.

(Exact name of Registrant as specified in its charter)

i Nevada	i 001-41526	i 27-4079982
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

i 3 Bethesda Metro Center, i Suite 700

i Bethesda, MD i 20814

(Address of principal executive offices, including zip code)

i 301- i 961-4895

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common stock, par value $0.0001 per share	i CTM	i NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

i x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 5, 2023, Castellum, Inc. (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Charter Amendment”), with the Secretary of State of Nevada to clarify the impact of the previously announced 1-for-20 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) on the Company’s preferred stock.

The above description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment filed April 5, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CASTELLUM, INC.

Date: April 6 , 2023	By:	/s/ *Mark C. Fuller*
	Name:	Mark C. Fuller
	Title:	Chief Executive Officer
		(Principal Executive Officer)

This ‘8-K’ Filing	Date	Other Filings

Filed on:	4/6/23	None on these Dates
For Period end:	4/5/23
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Castellum, Inc. – ‘8-K’ for 4/5/23

On: Thursday, 4/6/23, at 4:15pm ET · For: 4/5/23 · Accession #: 1575872-23-527 · File #: 1-41526

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