What changed in this filing

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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-21 · 53 added, 64 removed, 121 unchanged (49% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2024, the end of the period covered by this Form 10-K.

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.

Changes in Internal Control Over Financial Reporting

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.

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 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

6 unchanged sentences

Attestation Report of the Registered Public Accounting Firm

Pursuant to rules of the SEC that permit us to provide only our management’s report in this Annual Report on Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Annual Report on Form 10-K.

Pursuant to rules of the SEC that permit us to provide only our management’s report in this Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Form 10-K.

Other Information

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

3 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item 10 of this Annual Report on Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 10 of this Annual Report on Form 10-K (“Form 10-K”) is incorporated herein by reference to our 2025 Proxy Statement.

Executive Compensation

The information required by this Item 11 of this Annual Report on Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 11 of this Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 of this Annual Report on Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 12 of this Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 of this Annual Report on Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 13 of this Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

Principal Accounting Fees and Services

The information required by this Item 14 of this Annual Report on Form 10K is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 14 of this Form 10K is incorporated herein by reference to our 2025 Proxy Statement.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual Report on Form 10-K (“Form 10-K”):

(1) Consolidated Financial Statements

The consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8.

The consolidated financial statements are filed as part of this Form 10-K under “Item 8.

Financial Statements and Supplementary Data.”

(2) Financial Statement Schedules

The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8.

Financial Statements and Supplementary Data.”

The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated herein by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Part II, Item 8., Financial Statements and Supplementary Data.”

The documents listed in the following Exhibit Index of this Form 10-K are incorporated herein by reference or are filed with this Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

Incorporated by Reference

14 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of Registrant

S-1 333-267249 3.1 September 2, 2022

3.1 January 10, 2025

3.2 Amended and Restated Bylaws of Registrant

1 unchanged sentence

3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant

8-K 001-41526 3.1 October 18, 2022

3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant

8-K 001-41526 3.1 April 6, 2023

3.2 January 10, 2025

3.4 Second Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant

3.3 January 10, 2025

4.1 Form of Warrant to Purchase Common Stock of Registrant

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

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

S-1 333-267249 4.3 September 2, 2022

4.2 Common Stock Purchase Warrant dated April 4, 2022, by and between Registrant and Crom Cortana Fund LLC

2 unchanged sentences

8-K 001-41526 4.1 February 16, 2023

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

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

S-1 333-267249 10.1 September 2, 2022

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

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

S-1 333-267249 10.3 September 2, 2022

10.4 Promissory Note issued on August 12, 2021 by Specialty Systems, Inc.

to Emil Kaunitz

S-1 333-267249 10.4 September 2, 2022

10.5 Promissory Note issued on February 28, 2022 by Corvus Consulting, LLC and Registrant to Robert Eisiminger

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

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

S-1 333-267249 10.7 September 2, 2022

10.1 Business Acquisition Agreement dated February 11, 2022, by and between Registrant and Lexington Solutions Group, LLC

3 unchanged sentences

10.3+ Form of Stock Option Agreement

S-1 333-267249 10.10 September 2, 2022

10.11+ Employment Agreement dated April 1, 2020, by and between Registrant and Mark Fuller

S-1 333-267249 10.11 September 2, 2022

10.12+ Employment Agreement dated April 1, 2020, by and between Registrant and Jay Wright

S-1 333-267249 10.12 September 2, 2022

10.13+ Employment Agreement dated April 1, 2020, by and between Registrant and Glen Ives

S-1 333-267249 10.13 September 2, 2022

S-1 333-267249 10.1 44806

10.4+ Employment Agreement dated April 25, 2022, by and between Registrant and David T.

S-1 333-267249 10.14 September 2, 2022

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

S-1 333-267249 10.14 44806

10.5+ Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc.

8-K 001-41526 10.1 45013

10.6+ Form of Restrictive Covenant Agreement, by and among ____, individually, in favor of and for the benefit of Global Technology and Management Resources, Inc.

and Castellum, Inc.

8-K 001-41526 10.2 45013

10.7+ Employment Agreement dated July 1, 2024 by and between the Registrant and Glen R.

8-K 001-41526 10.1 45476

10.8+ Employment Agreement dated July 1, 2024 by and between the Registrant an d Jay O.

8-K 001-41526 10.2 45476

10.9 Lease Agreement dated January 11, 2018, between LTD Realty investment, IV, LP, and Specialty Systems, Inc.

S-1 333-267249 10.15 September 2, 2022

S-1 333-267249 10.15 44806

10.10 Form of Director Agreement

S-1 333-267249 10.16 September 2, 2022

S-1 333-267249 10.16 44806

10.11++ Labor Hour Subcontract Agreement between Corvus Consulting, LLC and CACI, Inc.

18 unchanged sentences

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

10.17 Loan and Security Agreement issued on February 22, 2024 by Registrant, Specialty Systems, Inc., Corvus Consulting, LLC, Mainnerve Federal Services, Inc., Global Technology and Management Resources, Inc., and Live Oak Banking Company

8-K 001-41526 10.2 February 22, 2024

10.25+ Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc.

8-K 001-41526 10.1 March 28, 2023

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.

and Castellum, Inc.

8-K 001-41526 10.2 March 28, 2023

10.18 Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and Emil Kaunitz

8-K 001-41526 10.3 February 22, 2024

10.19 Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and Robert Eisiminger

8-K 001-41526 10.4 February 22, 2024

10.20 Amended and Restated Subordination and Standby Agreement dated February 22, 2024 by and between Registrant, Live Oak Banking Company, and The Buckhout Charitable Remainder Trust

8-K 001-41526 10.5 February 22, 2024

10.21 Amended and Restated Subordination and Standby Agreement dated February 22, 2024 b y and between Registrant, Live Oak Banking Company, Emil Kaunitz, and William Cabey

8-K 001-41526 10.6 February 22, 2024

10.22 Letter Agreement dated February 22, 2024 by and between Registrant and Robert Eisiminger

8-K 001-41526 10.7 February 22, 2024

10.23 Amended and Restated Convertible Promissory Note in the principal amount of $2,400,000 issued on February 22, 2024 by Registrant, Corvus Consulting, LLC, and The Buckhout Charitable Remainder Trust

8-K 001-41526 10.80 February 22, 2024

10.24 Letter Agreement dated February 22, 2024 by and between Registrant and Emil Kaunitz

8-K 001-41526 10.9 February 22, 2024

N00178 19D7718 effec tive January 2, 2019 between Global Technology Management Services, Inc.

and SeaPort NxG

001-41526 10.25 February 28, 2025

14.1 Code of Ethics and Business Conduct

15 unchanged sentences

* Filed herewith.

# The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

# The certifications attached as Exhibits 32.1 and 32.2 that accompany this Form 10-K are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

+ Management contract or compensatory plan.

13 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark C.

Fuller and David T.

Bell, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glen R.

Ives and David T.

Bell, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

5 unchanged sentences

Campbell Director March 11, 2025

/s/ Patricia Frost Director March 21, 2024

Patricia Frost

Fuller Director March 11, 2025

Thomas McMillen Director March 11, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures