3 unchanged sentences
Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level.
−Removed: Remediation of Previously Identified Material Weakness in Internal Control Over Financial Reporting
−Removed: We previously disclosed a material weakness in our internal control over financial reporting that existed as of December 31, 2021.
−Removed: We determined that we had a material weakness in our controls related to the review over complex accounting transactions.
−Removed: There were no misstatements as a result of this material weakness;
−Removed: however, it could have resulted in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.
−Removed: With the oversight of senior management, we implemented remediation steps in 2022 including:
−Removed: • Hiring the CFO, the VP of Finance and Controller, and the Senior Director of Accounting, each having expertise in complex accounting transactions, extensive internal control experience, and substantial backgrounds in public accounting.
−Removed: • Implementing a process whereby each complex accounting transaction is researched and reviewed along with timely involvement of management’s specialists when necessary.
−Removed: Management is satisfied that these remediation activities are sufficient to conclude that the material weakness identified during the year ended December 31, 2021 has been remediated as of December 31, 2022.
Changes in Internal Control Over Financial Reporting
−Removed: Other than those to remediate the material weakness noted above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
8 unchanged sentences
Other Information
+Added: None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c ) of Regulation S-K) during the quarter ending December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
24 unchanged sentences
2.1 Stock Purchase Agreement dated May 6, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all of the stockholders of Bayberry Acquisition Corp.
−Removed: September 2, 2022
−Removed: First Amendment to Stock Purchase Agreement dated June 2, 2019 by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisi tion Corp.
−Removed: September 2, 2022
−Removed: Second Amendment to Stock Purchase Agreement dated June 8, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisit ion Corp.
−Removed: September 2, 2022
+Added: S-1 333-267249 2.1 September 2, 2022
+Added: 2.2 First Amendment to Stock Purchase Agreement dated June 2, 2019 by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisition Corp.
+Added: S-1 333-267249 2.2 September 2, 2022
+Added: 2.3 Second Amendment to Stock Purchase Agreement dated June 8, 2019, by and among BioNovelus, Inc., Bayberry Acquisition Corp., and all the stockholders of Bayberry Acquisition Corp.
+Added: S-1 333-267249 2.3 September 2, 2022
2.4 Securities Purchase Agreement dated November 21, 2019, by and among BioNovelus, Inc., Corvus Consulting, LLC, and the Buckhout Charitable Remainder Trust
−Removed: September 2, 2022
−Removed: Agreement and Plan of Merger dated August 12, 2021, by and among Registrant , KC Holdings Company, Inc., Specialty Systems, Inc., and the Stockholders n amed h erein
−Removed: September 2, 2022
+Added: S-1 333-267249 2.4 September 2, 2022
+Added: 2.5 Agreement and Plan of Merger dated August 12, 2021, by and among Registrant, KC Holdings Company, Inc., Specialty Systems, Inc., and the Stockholders named herein
+Added: S-1 333-267249 2.5 September 2, 2022
+Added: 2.6 Agreement and Plan of Merger dated as of March 22, 2023 by and among Castellum, Inc., GTMR Merger Sub., Inc., Global Technology and Management Resources, Inc.
+Added: (“GTMR”), the stockholders of GTMR, and James Morton, as the representative of the stockholders
+Added: 8-K 001-41526 2.1 March 28, 2023
3.1 Amended and Restated Articles of Incorporation of Registrant
−Removed: September 2, 2022
+Added: S-1 333-267249 3.1 September 2, 2022
3.2 Amended and Restated Bylaws of Registrant
−Removed: October 4, 2022
+Added: S-1/A 333-267249 3.2 October 4, 2022
3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
−Removed: October 18, 2022
+Added: 8-K 001-41526 3.1 October 18, 2022
+Added: 3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
+Added: 8-K 001-41526 3.1 April 6, 2023
4.1 Form of Warrant to Purchase Common Stock of Registrant
−Removed: September 2, 2022
+Added: S-1 333-267249 4.1 September 2, 2022
4.2 Amended Convertible Promissory Note Re-Issued as of February 1, 2021, by Corvus Consulting, LLC and Registrant to the Buckhout Charitable Remainder Trust
−Removed: September 2, 2022
+Added: S-1 333-267249 4.2 September 2, 2022
4.3 Convertible Promissory Note Issued as of April 4, 2022 by Registrant to Crom Cortana Fund LLC
−Removed: September 2, 2022
+Added: S-1 333-267249 4.3 September 2, 2022
4.4 Common Stock Purchase Warrant dated April 4, 2022, by and between Registrant and Crom Cortana Fund LLC
−Removed: September 2, 2022
+Added: S-1 333-267249 4.4 September 2, 2022
4.5 Common Stock Purchase Warrant dated February 13, 2023 by and between Registrant and Crom Cortana Fund LLC
−Removed: February 16, 2023
−Removed: Convertible Promissory Note dated February 13, 2023 by and between Registrant and Crom Cortana Fund LLC
−Removed: February 16, 2023
+Added: 8-K 001-41526 4.1 February 16, 2023
+Added: 4.6 Convertible Promissory Note dated February 13, 2023 by and between Registrant and Crom Cortana Fund LLC in the principal amount of $840,000
+Added: S-3 333-275840 4.2 December 1, 2023
10.1 Amended and Restated P romissory Note Issued on August 10, 2021 by Corvus Consulting, LLC and BioNovelus, Inc.
to Robert Eisiminger
−Removed: September 2, 2022
−Removed: Term Loan Promissory Note i ssued on August 11, 2021 by and between Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC, and Live Oak Banking Company
−Removed: September 2, 2022
+Added: S-1 333-267249 10.1 September 2, 2022
+Added: 10.2 Term Loan Promissory Note issued on August 11, 2021 by and between Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC, and Live Oak Banking Company
+Added: S-1 333-267249 10.2 September 2, 2022
10.3 Term Loan and Security Agreement dated August 11, 2021, by and between Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC and Live Oak Banking Company
−Removed: September 2, 2022
−Removed: Promissory Note i ssued on August 12, 2021 by Special ty Systems, I n c.
+Added: S-1 333-267249 10.3 September 2, 2022
+Added: 10.4 Promissory Note issued on August 12, 2021 by Specialty Systems, Inc.
to Emil Kaunitz
−Removed: September 2, 2022
−Removed: Promissory Note i ssued on February 28, 2022 by Corvus Consulting, LLC and Registrant to Robert Eisiminger
−Removed: September 2, 2022
+Added: S-1 333-267249 10.4 September 2, 2022
+Added: 10.5 Promissory Note issued on February 28, 2022 by Corvus Consulting, LLC and Registrant to Robert Eisiminger
+Added: S-1 333-267249 10.5 September 2, 2022
10.6 Revolving Line of Credit Promissory Note Issued on March 28, 2022 by Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC to Live Oak Banking Company
−Removed: September 2, 2022
+Added: S-1 333-267249 10.6 September 2, 2022
10.7 Loan and Security Agreement dated March 28, 2022, by and between Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Merrison Technologies, LLC and Live Oak Banking Company
−Removed: September 2, 2022
+Added: S-1 333-267249 10.7 September 2, 2022
10.8 Business Acquisition Agreement dated February 11, 2022, by and between Registrant and Lexington Solutions Group, LLC
−Removed: September 2, 2022
+Added: S-1 333-267249 10.8 September 2, 2022
10.9+ Registrant’s Stock Incentive Plan
−Removed: September 2, 2022
+Added: S-1 333-267249 10.9 September 2, 2022
10.10+ Form of Stock Option Agreement
−Removed: September 2, 2022
+Added: S-1 333-267249 10.10 September 2, 2022
10.11+ Employment Agreement dated April 1, 2020, by and between Registrant and Mark Fuller
−Removed: September 2, 2022
+Added: S-1 333-267249 10.11 September 2, 2022
10.12+ Employment Agreement dated April 1, 2020, by and between Registrant and Jay Wright
−Removed: September 2, 2022
+Added: S-1 333-267249 10.12 September 2, 2022
10.13+ Employment Agreement dated April 1, 2020, by and between Registrant and Glen Ives
−Removed: September 2, 2022
+Added: S-1 333-267249 10.13 September 2, 2022
10.14+ Employment Agreement dated April 25, 2022, by and between Registrant and David T.
−Removed: September 2, 2022
−Removed: 10.15+ Employment Agreement dated as of November 21, 2019 between Corvus Consulting, LLC and Laurie Buckhout 10-Q 001-41526 10.23 November 14, 2022
+Added: S-1 333-267249 10.14 September 2, 2022
+Added: 10.15+ Employment Agreement dated as of November 21, 2019 between Corvus Consulting, LLC and Laurie Buckhout
+Added: 10-Q 001-41526 10.23 November 14, 2022
10.16 Lease Agreement dated January 11, 2018, between LTD Realty investment, IV, LP, and Specialty Systems, Inc.
−Removed: September 2, 2022
+Added: S-1 333-267249 10.15 September 2, 2022
10.17 Form of Director Agreement
−Removed: September 2, 2022
+Added: S-1 333-267249 10.16 September 2, 2022
10.18++ Labor Hour Subcontract Agreement between Corvus Consulting, LLC and CACI, Inc.
−Removed: September 2, 2022
+Added: S-1 333-267249 10.17 September 2, 2022
10.19++ Modification dated April 8, 2022 to Purchase Order No.
P000096970 between Corvus Consulting, LLC and CACI, Inc.- Federal
−Removed: September 2, 2022
+Added: S-1 333-267249 10.18 September 2, 2022
+Added: 10.20++ Contract No.
N00178-14D-7931 effective February 14, 2019 between Specialty Systems, Inc.
and NAVAIR Aircraft Division Lakehurst
−Removed: September 2, 2022
+Added: S-1 333-267249 10.19 September 2, 2022
10.21++ Modification No.
2 unchanged sentences
and NAVAIR Aircraft Division Lakehurst
−Removed: September 2, 2022
+Added: S-1 333-267249 10.20 September 2, 2022
10.22++ Time and Material Subcontract Number PO-0018098 dated June 3, 2019 between Perpsecta Engineering, Inc.
and Corvus Consulting, LLC
−Removed: September 2, 2022
+Added: S-1 333-267249 10.21 September 2, 2022
10.23++ Modification 13 to Time and Material Subcontract Number PO-0018098 dated May 31, 2022 between Perspecta Engineering, Inc.
and Corvus Consulting, Inc.
−Removed: September 2, 2022
−Removed: Convertible Promissory Note dated February 13, 2023 by and between Registrant and Crom Cortana Fund LLC
−Removed: February 16, 2023
+Added: S-1 333-267249 10.22 September 2, 2022
10.24 Pay-Off Letter Agreement by and between Registrant and Crom Cortana Fund LLC dated February 13, 2023
−Removed: February 16, 2023
+Added: 8-K 001-41526 10.2 February 16, 2023
+Added: 10.25+ Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc.
+Added: 8-K 001-41526 10.1 March 28, 2023
+Added: 10.26+ Form of Restrictive Covenant Agreement, by and among ____, individually, in favor of and for the benefit of Global Technology and Management Resources, Inc.
+Added: and Castellum, Inc.
+Added: 8-K 001-41526 10.2 March 28, 2023
14.1 Code of Ethics and Business Conduct
−Removed: September 2, 2022
+Added: S-1 333-267249 14.1 September 2, 2022
+Added: 19.1* Insider Trading Policy
21.1* List of Subsidiaries
−Removed: September 2, 2022
+Added: 23.1* Consent of Independent Registered Public Accounting Firm
24.1* Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1* Compensation Clawback Policy
101 The following financial information from Castellum, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
27 unchanged sentences
Champoux Chair, Director March 21, 2024
−Removed: /s/ Laurie Buckhout Director March 17, 2023
−Removed: Laurie Buckhout
Campbell Director March 21, 2024
1 unchanged sentence
Patricia Frost
−Removed: /s/ Emil Kaunitz Director March 17, 2023
Thomas McMillen Director March 21, 2024
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.