ctm-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number: 001-41526

CASTELLUM, INC.

(Exact Name of Registrant as Specified in Charter)


NEVADA			27-4079982
(STATE OF INCORPORATION)			(I.R.S Employer I.D.)

1934 Old Gallows Road, Suite 350, Vienna, VA 22182

(703) 752-6157

(Address and telephone number of principal executive offices)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


			Large accelerated filer o			Accelerated filer o
			Non-accelerated filer x			Smaller reporting company x
						Emerging growth company 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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class			Outstanding as of May 7, 2026
Common Stock, par value $0.0001 per share			94,698,939


PART I			5
Item 1. Unaudited Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30
PART II			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibits			33
Signatures			36


	March 31, 2026		December 31, 2025
	(unaudited)
Assets

Current Assets:
Cash	$	15,772,974	$	14,884,778

Accounts receivable, net	7,714,969		8,180,180
Contract asset	541,441		568,705
Due from buyer	57,049		58,207

Prepaid income taxes	146,245		153,153
Prepaid expenses and other current assets	764,894		800,671
Total current assets	24,997,572		24,645,694

Fixed assets, net	220,419		231,136

Non-Current Assets:
Due from buyer, net of current portion	44,371		77,259
Right of use asset - operating lease	718,137		800,069
Investment in joint ventures/captive insurance entity	100,250		100,250

Intangible assets, net	5,067,056		5,371,602
Goodwill	10,676,834		10,676,834
Total non-current assets	16,827,067		17,257,150

Total Assets	$	41,824,639	$	41,902,844

Liabilities and Stockholders' Equity

Liabilities

Current Liabilities
Accounts payable and accrued expenses	$	1,981,584	$	1,904,962
Accrued payroll and payroll related expenses	2,952,153		2,761,998
Current portion of lease liability – operating leases	251,073		270,868



Derivative liability	10,000		262,000

Notes payable, related party	—		400,000


Total current liabilities	5,194,810		5,599,828

Non-Current Liabilities


Lease liability – operating leases, net of current portion	487,188		550,219





Total non-current liabilities	487,188		550,219

Total Liabilities	$	5,681,998	$	6,150,047

Stockholders' Equity
Preferred stock, 50,000,000 shares authorized
Series A Preferred stock, par value $0.0001; 10,000,000 shares authorized; 5,875,000 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	588		588
Series C Preferred stock, par value $0.0001; 10,000,000 shares authorized; 570,000 and 570,000 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	57		57
Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,612,750 and 94,612,750 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	9,461		9,461
Additional paid in capital	93,098,846		92,330,909
Accumulated deficit	(56,966,311)		(56,588,218)
Total stockholders' equity	36,142,641		35,752,797

Total Liabilities and Stockholders' Equity	$	41,824,639	$	41,902,844


	Three Months Ended March 31,
	2026		2025
Revenues	$	14,291,961	$	11,664,365

Cost of Revenues	9,229,741		7,109,749

Gross Profit	5,062,220		4,554,616

Operating Expenses
Indirect costs	2,461,140		2,385,544
Overhead	644,356		512,924
General and administrative	2,654,722		3,142,155


Total operating expenses	5,760,218		6,040,623

Loss From Operations Before Other Income	(697,998)		(1,486,007)

Other Income (Expense)


Gain from change in fair value of derivative liability	252,000		501,000


Interest income (expense), net	101,400		(110,764)


Total other income	353,400		390,236

Loss Before Income Taxes and Preferred Stock Dividends	(344,598)		(1,095,771)

Income tax benefit (expense)	(6,676)		(74,276)

Net Loss	(351,274)		(1,170,047)
Less: preferred stock dividends	26,819		26,984
Net Loss To Common Shareholders	$	(378,093)	$	(1,197,031)

Net Loss Per Share - Basic And Diluted	$	0.00	$	(0.01)

Weighted Average Shares Outstanding - Basic And Diluted	94,612,750		80,953,373


	Series A Preferred			Series B Preferred				Series C Preferred			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total
	Shares	Amount		Shares		Amount		Shares	Amount		Shares	Amount
Balance - December 31, 2024	5,875,000	$	588	—		$	—	770,000	$	77	77,076,129	$	7,707	$	74,256,138	$	(54,082,484)	$	20,182,026

Stock-based compensation - options	—	—		—		—		—	—		—	—		1,179,207		—		1,179,207
Stock options exercised	—	—		—		—		—	—		110,028	11		(11)		—		—
Sale of common stock, net of filing fees	—	—		—		—		—	—		4,500,000	450		3,995,478		—		3,995,928
Warrants exercised	—	—		—		—		—	—		4,225,717	423		1,936,178		—		1,936,601
Preferred stock conversion to common stock	—	—		—		—		(200,000)	(20)		125,000	13		8		—		1
Net loss for the period	—	—		—		—		—	—		—	—		—		(1,197,031)		(1,197,031)

Balance - March 31, 2025	5,875,000	$	588	—		$	—	570,000	$	57	86,036,874	$	8,604	$	81,366,998	$	(55,279,515)	$	26,096,732

Balance - December 31, 2025	5,875,000	$	588	—		$	—	570,000	$	57	94,612,750	$	9,461	$	92,330,909	$	(56,588,218)	$	35,752,797

Stock-based compensation - options	—	—		—		—		—	—		—	—		767,937		—		767,937
Net Income for the period	—	—		—		—		—	—		—	—		—		(378,093)		(378,093)

Balance - March 31, 2026	5,875,000	$	588	$	—	$	—	570,000	$	57	94,612,750	$	9,461	$	93,098,846	$	(56,966,311)	$	36,142,641


	2026		2025
Cash Flow From Operating Activities
Net loss before preferred stock dividends	$	(351,274)	$	(1,170,047)
Adjustments to reconcile net loss to net cash provided (used in) by operating activities:
Depreciation and amortization	324,990		378,187

Stock-based compensation	767,937		1,179,209



Lease cost	81,932		40,300



Change in fair value of derivative liability	(252,000)		(501,000)

Changes in assets and liabilities
Accounts receivable	465,211		(2,757,793)

Prepaid expenses and other current assets	42,685		154,263
Contract asset	27,263		(41,066)
Accounts payable and accrued expenses	266,779		253,387
Lease liability	(82,827)		(38,080)
Net cash provided by (used in) operating activities	1,290,696		(2,502,640)

Cash Flows From Investing Activities

Sale of subsidiary, cash received from buyer	34,046		4,435


Purchases of fixed assets	(9,727)		—

Net cash provided by investing activities	24,319		4,435

Cash Flows From Financing Activities
Payment of revolving line of credit	—		(1,999,944)


Payment of debt issuance costs	—		(12,844)
Proceeds from issuance of common stock, prefunded warrants and regular warrants, net of issuance costs	—		5,932,529

Preferred stock dividend	(26,819)		(26,984)


Repayment of amounts due to seller	—		(60,000)



Repayment of note payable - related party	(400,000)		—
Repayment of note payable	—		(300,000)
Net cash (used in) provided by financing activities	(426,819)		3,532,757

Net increase in cash	888,196		1,034,552

Cash - Beginning of Period	14,884,778		12,255,048

Cash - End of Period	$	15,772,974	$	13,289,600

Supplemental Disclosures
Cash paid for interest expense	$	2,301	$	195,843
Cash (refunded) paid from income taxes	$	(232)	$	3,200


	2026		2025
Revenue:
Time and material	$	4,373,628	$	4,935,016
Firm fixed price	886,588		741,066
Cost plus fixed fee	9,031,745		5,988,283

Total	$	14,291,961	$	11,664,365


	March 31, 2026		December 31, 2025
Equipment and software	$	366,887	$	357,160
Furniture	43,119		43,119
Automobiles	56,020		56,020
Leasehold improvements	192,959		192,959
Total fixed assets	658,985		649,258
Accumulated depreciation	(438,566)		(418,122)
Fixed assets, net	$	220,419	$	231,136


		March 31, 2026		December 31, 2025
Customer relationships	4.5– 15 years	$	11,613,000	$	11,613,000
Tradename	15 years	783,000		783,000
Trademark	10-15 years	533,864		533,864
Backlog	2-5 years	3,210,000		3,210,000
Non-compete agreement	3-5 years	680,000		680,000
		16,819,864		16,819,864
Accumulated amortization		(11,752,808)		(11,448,262)
Intangible assets, net		$	5,067,056	$	5,371,602


Remainder of the year ending December 31, 2026	$	913,634
Year ending 2027	1,014,558
Year ending 2028	528,784
Year ending 2029	441,568
Year ending 2030	378,363
Year ending 2031 and thereafter	1,790,149
Total	$	5,067,056


	Corvus		SSI		Total
December 31, 2025	$	1,958,741	$	8,718,093	$	10,676,834



March 31, 2026	$	1,958,741	$	8,718,093	$	10,676,834


	March 31, 2026		December 31, 2025
Note payable at 5%, amended to mature on March 31, 2026	$	—	$	400,000


	Three Months Ended March 31, 2026			Year Ended December 31, 2025
	Number	Weighted Average Exercise Price		Number	Weighted Average Exercise Price
Beginning balance	5,653,981	$	1.40	8,744,698	$	1.40

Granted	—	—		8,666,667	0.34



Exercised	—	—		(8,509,926)	0.41





Expired

SEC Form 10-Q filed by Castellum Inc.