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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A Preferred Stock, a Series B Preferred Stock, and a Series C Preferred Stock. Series A Preferred Stock The Company has designated 10,000,000 shares of Series A Preferred Stock, par value of $0.0001. As of September 30, 2025 and December 31, 2024, the Company has 5,875,000 shares of Series A Preferred Stock issued and outstanding, which is convertible into 587,500 shares of the Company's common stock. For the nine months ended September 30, 2025 and 2024, the Company recognized $54,808 and $54,808, respectively, in Series A dividends, all of which have been paid as of September 30, 2025. Series B Preferred Stock The Company has designated 10,000,000 shares of Series B Preferred Stock, par value of $0.0001. As of September 30, 2025 and December 31, 2024, the Company has 0 shares of Series B Preferred Stock issued and outstanding. Series C Preferred Stock The Company has designated 10,000,000 shares of Series C Preferred Stock, par value of $0.0001. As of September 30, 2025, the Company has 570,000 shares of Series C Preferred Stock issued and outstanding, which is convertible into 356,250 shares of the Company's common stock. As of December 31, 2024, the Company had 770,000 shares of Series C Preferred Stock issued and outstanding. For the nine months ended September 30, 2025 and 2024, the Company recognized $25,815 and $34,650 in Series C dividends, all of which have been paid as of September 30, 2025. Common Stock The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 94,612,750 and 77,076,129 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively. On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan. On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290332) to register an aggregate of 9,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan. On January 25, 2024, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and were exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants were exercisable for five years. All Pre-funded and Regular Warrants have been exercised as of September 30, 2025. On January 3, 2025, a member of the Company’s Board of Directors, exercised stock options at $0.210 per share for 110,028 shares of common stock. On August 21, 2025, a member of the Company's Board of Directors, exercised stock options at $0.210 per share for 125,000 shares of common stock. In January 2025, two holders of the Company’s Series C Preferred Stock, converted 200,000 shares of Series C Preferred Stock into 125,000 shares of common stock at a conversion rate of 0.625 shares of common stock per share of Series C Preferred Stock. On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $1. Prior to this exercise, the treatment of these warrants was evaluated under ASC 260-10, Earnings Per Share — Overall. Under this guidance, shares issuable for little or no cash consideration are considered outstanding common shares and are included in the computation of basic earnings per share from the date they are granted. Accordingly, the exercise of these warrants does not impact the Company's earnings per share calculation. On January 10, 2025, the Company filed a universal shelf registration on Form S-3 (File No. 333-284205), which was declared effective by the SEC on January 24, 2025, pursuant to which the Company may offer and sell up to $100,000,000 of equity and debt securities. On March 19, 2025, the Company closed on the public offering (the "March 2025 Public Offering") of 4,500,000 units ("Unit(s)") at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "March 2025 Warrants"). The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance. The shares of common stock and March 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the March 2025 Offering for working capital and general corporate purposes. On June 13, 2025, the Company closed on the public offering (the "June 2025 Public Offering") of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (the "June 2025 Warrants"). The June 2025 Warrants were immediately exercisable at $1.22 per share and expired 60 days from the date of issuance. The shares of common stock and June 2025 Warrants were immediately separable and issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes. As of September 30, 2025, 1,755,543 of the March 2025 Warrants issued were exercised at $1.08 per share, for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 March 2025 Warrants have expired as of September 30, 2025. As of September 30, 2025, 3,673,666 of the June 2025 Warrants issued were exercised at $1.22 per share, for gross proceeds of $4.48 million before deducting placement agent fees. The remaining 493,001 June 2025 Warrants have expired as of September 30, 2025. During the nine months ended September 30, 2025, the C ompany recorded an obligation to issue 515,464 restricted shares of common stock, that vest ratably over a period of one year, to its Board of Directors (the "Board") for their service on the Board from January 1, 2024, through June 30, 2024. The total expense booked to record this obligation was $146,768. On June 11, 2025, the Board agreed to a cash payment totaling $146,700, which was paid out on June 17, 2025, and the obligation to issue shares was reduced to zero. During the nine months ended September 30, 2025, 17,536,621 shares of common stock were issued. Warrants The Pre-funded Warrants were immediately exercisable and did not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $0.319 per Pre-funded Warrant, which are exercisable at a price of $0.001 per share. As previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, all Pre-funded Warrants have been exercised. The Regular Warrants became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants would have expired on March 20, 2029, and had an exercise price of $0.35 per share. 6,437,501 of the Regular Warrants were exercised in 2024. The remaining 2,000,000 warrants were exercised in February of 2025 to purchase 2,000,000 shares of the Company’s common stock which resulted in aggregate proceeds to the Company of $700,000. All warrants held by this investor have now been fully exercised. On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $1. The treatment of these warrants was accessed under ASC 260-10, Earnings Per Share—Overall, where shares issuable for little or no cash consideration shall be considered outstanding common shares and are included in the computation of basic earnings per share since they were originally granted. Of the 4,500,000 March 2025 Warrants issued during the March Public Offering, 1,755,543 warrants were exercised at $1.08 per share prior to September 30, 2025. The remaining 2,744,457 warrants expired on May 19, 2025. Of the 4,166,667 June 2025 Warrants issued during the June 2025 Public Offering, 3,673,666 warrants were exercised at $1.22 per share prior to September 30, 2025. The remaining 493,001 warrants expired on August 12, 2025. The following table represents a summary of warrants for the nine months ended September 30, 2025 and the year ended December 31, 2024:
| Nine Months Ended September 30, 2025 |  | Year Ended December 31, 2024
| Number |  | Weighted Average Exercise Price |  | Number |  | Weighted Average Exercise Price
Beginning balance | 8,744,698 |  | $ | 1.40 |  |  | 7,444,698 |  | $ | 1.68 |
Granted | 8,666,667 |  | 1.15 |  |  | 11,631,035 |  | 0.34 |
Exercised | (8,509,926) |  |  | 0.83 |  |  | (10,331,035) |  |  | 0.41 |
Expired | (3,247,458) |  |  | 1.08 |  |  | — |  |  | — |
Ending balance | 5,653,981 |  | $ | 2.05 |  |  | 8,744,698 |  | $ | 1.40 |
Warrants exercisable | 5,653,981 |  |  |  | 8,744,698 |  |
Intrinsic value of warrants | $ | 53,293 |  |  |  |  | $ | 6,661,661 |  |  |
Weighted Average Remaining Contractual Life (Years) | 3.37 |  |  |  | 3.86 |  |
Options The Company on November 9, 2021, approved the 2021 Stock Incentive Plan (the "Plan"), that authorized the Company to issue up to 2,500,000 shares of the Company's common stock in the form of restricted stock, stock options, and other stock awards as set forth in the Plan. On November 9, 2023 the Board of Directors approved an amendment to the Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's shareholders at its annual meeting on May 29, 2024. On March 11, 2025, the Board approved an amendment to the Amended Plan to further increase the aggregate number of shares available for issuance from 6,000,000 to 9,000,000 (the "Second Plan Amendment" and the "Second Amended Plan"), which was approved by the Company's shareholders at the Company's 2025 annual meeting of shareholders held on May 28, 2025. As of September, 30, 2025, 5,887,500 stock options have been granted under the Amended Plan. The following represents a summary of options for the Second Amended Plan and additional options granted outside of the Second Amended Plan, for the nine months ended September 30, 2025 and the year ended December 31, 2024:
| Number |  | Weighted Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in Years) |  | Weighted Average Fair Value
Outstanding December 31, 2024 | 9,515,000 |  |  | $ | 2.03 |  |  | 3.89 |  | $ | 3.12 |
Granted | 1,855,000 |  | 1.07 |  | 6.30 |  | 1.05
Exercised | (250,000) |  |  | 0.21 |  | 0 |  | 0.19
Forfeited | (687,500) |  |  | 0.80 |  | — |  | 2.00
Outstanding September 30, 2025 | 10,432,500 |  | $ | 1.99 |  |  | 4.08 |  | $ | 2.82 |
As of September 30, 2025 |  |  |  |  |  |  |
Vested and exercisable | 7,601,835 |  | $ | 2.09 |  |  | 4.31 |  | $ | 2.47 |
During the nine months ended September 30, 2025, the Company recognized $2,103,344 of noncash stock-based compensation related to the vesting of service-based stock options. 250,000 options were exercised during the nine months ended September 30, 2025 at $0.21 per share for 110,028 of common stock. The fair value of each option is estimated using the Black-Scholes valuation model. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used for the periods as follows:
| Nine Months Ended September 30, 2025 |  | Year Ended December 31, 2024
Expected term | 7 years |  | 7 years
Expected volatility | 164.63% – 169.72% |  | 123.05% – 124.33%
Expected dividend yield | — |  |  | — |
Risk-free interest rate | 4.14% – 4.51% |  | 3.89% - 4.45%

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