Castellum secures $4M revolver, extends debt maturities, removes convertible dilution

On February 22, 2024, Castellum, Inc. (the "Company"), entered into a $4,000,000 revolving line of credit promissory note and security agreement with Live Oak Banking Company ("Live Oak Bank"), which accrues interest at the prime interest rate plus two percent (2%), matures February 22, 2025 and is secured by cash, receivables, and other assets of the Company (the "Live Oak Revolver").

On February 22, 2024, the Company entered into an agreement to extend the maturity date from September 30, 2024 to August 31, 2026 on the notes payable dated February 28, 2022, in the principal amount of $5,600,000 and dated August 11, 2021, in the principal amount $400,000 owed to Robert Eisiminger (the "Eisiminger Notes").

Simultaneously therewith, the Company and the BCR Trust entered into an amended and restated note payable in the principal amount of $2,400,000 which matures on August 31, 2026, and accrues interest at a per annum rate of 5% through January 1, 2025, 8% per annum through January 1, 2026, and 12% per annum thereafter (the "BCR Trust Note").

As part of the transaction, the Company entered into an agreement with the former shareholders of SSI concerning, among other things, the amount and timing of the earnout payment owed under the terms of the agreement and plan of merger dated August 12, 2021, between the Company, SSI, and the other parties named therein.

As part of the financing, the Company entered into an agreement to (i) extend the maturity date from December 31, 2024 to August 1, 2025 on the note payable dated August 12, 2021, in the principal amount of $400,000 that was issued to Emil Kaunitz in connection with the acquisition of Specialty Systems, Inc. ("SSI", and the "Kaunitz Note") and (ii) at maturity, require monthly principal payments of $50,000 per month for eight months.