ELWT on Nasdaq
Elauwit Connection, Inc.
In its 2026 annual report the company says: “We are a provider of broadband Internet networks for the multifamily and student housing property sector. We provide Managed Services and Network-as-a-Service solutions designed to modernize and enhance the Internet connectivity experience for residents while driving significant financial benefits for property owners.”3 It is headquartered in Columbia, South Carolina.1 Its shares trade on Nasdaq under the symbol ELWT.1
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Last updated Oct 20, 2026.
Overview
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- TickerELWT on Nasdaq1
- IndustryCommunications Services, NEC1
- HeadquartersColumbia, South Carolina1
- Business address1021 Second Ave, Suite A, Columbia, Sc 292092
- Filer category, Emerging growth company2
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We are a provider of broadband Internet networks for the multifamily and student housing property sector. We provide Managed Services and Network-as-a-Service solutions designed to modernize and enhance the Internet connectivity experience for residents while driving significant financial benefits for property owners.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Network Design And Installation brought in 87% of the revenue Elauwit Connection, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Network Design And Installation | $7.4M | $18.8M |
| Internet Network Services And Hardware And Internet Service | $1.1M | $2.8M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue81¢$17.6M
- Research and development0¢$19.0K
- Other costs18¢$4.0M
Out of $21.6M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenues | $21.6M | $8.5M |
| Cost of revenues | $17.6M | $7.3M |
| Gross profit | $4.0M | $1.2M |
| General and administrative | $7.5M | $4.3M |
| Sales and marketing | $178.0K | $81.0K |
| Research and development | $19.0K | $1.0K |
| Total operating expenses | $7.7M | $4.4M |
| Operating loss | -$3.7M | -$3.2M |
| Interest expense, net | -$353.0K | -$255.0K |
| Change in fair value of SAFE liability | -$176.0K | |
| Other income (expense) | $7.0K | |
| Total other expense, net | -$522.0K | -$255.0K |
| Loss from operations before income taxes | -$4.2M | -$3.5M |
| Income tax expense | $1.0K | |
| Net loss | -$4.2M | -$3.5M |
| Net loss per share, basic (in dollars per share) | -$0.80 | -$0.98 |
| Net loss per share, diluted (in dollars per share) | -$0.80 | -$0.98 |
| Weighted average common shares used in computing net loss per share, basic ( in shares) | 5.3M shares | 3.5M shares |
| Weighted average common shares used in computing net loss per share, diluted (in shares) | 5.3M shares | 3.5M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2025-07-31 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $6.2M | $287.0K | |||
| Accounts receivable, net of allowance for credit losses of $303 and $0, respectively | $2.4M | $4.5M | $900.0K | ||
| Inventories | $1.0M | $1.6M | |||
| Network financing receivable, current | $213.0K | $67.0K | |||
| Prepaid expenses and other current assets | $550.0K | $258.0K | |||
| Total current assets | $10.3M | $6.7M | |||
| Network financing receivable | $1.1M | $446.0K | |||
| Lease right-of-use assets, net | $28.0K | $55.0K | |||
| Net investment in lease | $483.0K | $531.0K | |||
| Other non-current assets | $26.0K | $25.0K | |||
| TOTAL ASSETS | $11.9M | $7.7M | |||
| Deferred revenue, current | $2.9M | $6.2M | |||
| Accounts payable | $1.8M | $1.9M | |||
| Accrued expenses and other current liabilities | $495.0K | $76.0K | |||
| Operating lease liabilities, current | $29.0K | $36.0K | |||
| Related party debt, current | $1.0M | $695.0K | |||
| Related party payables, current | $240.0K | ||||
| Total current liabilities | $6.2M | $9.2M | |||
| Related party debt, net of current | $996.0K | $2.7M | |||
| Related party payables, net of current | $342.0K | ||||
| Deferred revenue, net of current | $308.0K | ||||
| Operating lease liabilities, net of current | $19.0K | ||||
| TOTAL LIABILITIES | $7.5M | $12.3M | |||
| Stock subscription receivable | -$30.0K | ||||
| Additional Paid-in Capital | $19.0M | $5.9M | |||
| Accumulated deficit | -$14.6M | -$10.4M | |||
| Total stockholders' equity (deficit) | $4.4M | -$4.5M | -$6.3M | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $11.9M | $7.7M | |||
| Accounts receivable, net of allowance for credit losses | $303.0K | $0 | |||
| Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in shares) | 100.0K shares | 100.0K shares | 100.0K shares | 577.1K shares | |
| Preferred stock, shares issued (in shares) | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding (in shares) | 0 shares | 0 shares | |||
| Common stock, par value (in dollars per share) | $0.00 | $0.00 | |||
| Common stock, shares authorized (in shares) | 14.9M shares | 14.9M shares |
| Period ending | 2025-12-31 | 2025-07-31 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $6.2M | $287.0K | |||
| Accounts receivable, net of allowance for credit losses of $303 and $0, respectively | $2.4M | $4.5M | $900.0K | ||
| Inventories | $1.0M | $1.6M | |||
| Network financing receivable, current | $213.0K | $67.0K | |||
| Prepaid expenses and other current assets | $550.0K | $258.0K | |||
| Total current assets | $10.3M | $6.7M | |||
| Network financing receivable | $1.1M | $446.0K | |||
| Lease right-of-use assets, net | $28.0K | $55.0K | |||
| Net investment in lease | $483.0K | $531.0K | |||
| Other non-current assets | $26.0K | $25.0K | |||
| TOTAL ASSETS | $11.9M | $7.7M | |||
| Deferred revenue, current | $2.9M | $6.2M | |||
| Accounts payable | $1.8M | $1.9M | |||
| Accrued expenses and other current liabilities | $495.0K | $76.0K | |||
| Operating lease liabilities, current | $29.0K | $36.0K | |||
| Related party debt, current | $1.0M | $695.0K | |||
| Related party payables, current | $240.0K | ||||
| Total current liabilities | $6.2M | $9.2M | |||
| Related party debt, net of current | $996.0K | $2.7M | |||
| Related party payables, net of current | $342.0K | ||||
| Deferred revenue, net of current | $308.0K | ||||
| Operating lease liabilities, net of current | $19.0K | ||||
| TOTAL LIABILITIES | $7.5M | $12.3M | |||
| Stock subscription receivable | -$30.0K | ||||
| Additional Paid-in Capital | $19.0M | $5.9M | |||
| Accumulated deficit | -$14.6M | -$10.4M | |||
| Total stockholders' equity (deficit) | $4.4M | -$4.5M | -$6.3M | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $11.9M | $7.7M | |||
| Accounts receivable, net of allowance for credit losses | $303.0K | $0 | |||
| Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in shares) | 100.0K shares | 100.0K shares | 100.0K shares | 577.1K shares | |
| Preferred stock, shares issued (in shares) | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding (in shares) | 0 shares | 0 shares | |||
| Common stock, par value (in dollars per share) | $0.00 | $0.00 | |||
| Common stock, shares authorized (in shares) | 14.9M shares | 14.9M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$4.2M | -$3.5M |
| Right of use asset amortization expense | $27.0K | $17.0K |
| Provision for credit losses | $303.0K | |
| Change in fair value of SAFE liability | $176.0K | |
| Issuance of Series B Preferred Stock for services | $108.0K | |
| Accounts receivable | $1.7M | -$3.6M |
| Network financing receivable | -$778.0K | -$513.0K |
| Inventories | $602.0K | -$1.4M |
| Prepaid expenses and other assets | -$293.0K | -$258.0K |
| Lease right-of-use lease liabilities payments | -$26.0K | -$17.0K |
| Net investment in lease | $48.0K | -$531.0K |
| Accounts payable | -$101.0K | $1.5M |
| Accrued expenses and other current liabilities | $420.0K | $40.0K |
| Deferred revenue | -$3.0M | $4.3M |
| Related party payables | -$582.0K | -$98.0K |
| Net cash used in operating activities | -$5.7M | -$3.9M |
| Cash acquired from reverse recapitalization | $250.0K | |
| Net cash provided by investing activities | $250.0K | |
| Payment of other deferred offering costs | -$357.0K | |
| Repurchase of shares under put option | -$2.0M | |
| Proceeds from related party debt | $1.3M | $2.5M |
| Repayment of related party debt | -$2.7M | -$1.3M |
| Proceeds from payment of stock subscription receivable | $30.0K | |
| Proceeds from SAFE issuance | $1.0M | |
| Proceeds from issuance of Series B stock | $2.4M | |
| Net cash provided by financing activities | $11.6M | $3.6M |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | $5.9M | -$42.0K |
| Lease liabilities arising from obtaining right-of-use asset | $25.0K | $72.0K |
| SAFE Conversion to equity at initial public offering | $1.2M | |
| Conversion of Series A Convertible Preferred Stock for common stock in conjunction with reverse recapitalization | $5.1M | |
| Phantom stock liability conversion as part of reverse recapitalization | $116.0K | |
| Repurchase of Series seed stock for issuance of note payable | $1.0M | |
| Cash payments for income taxes | $4.0K | $2.0K |
| Cash payments for interest | $476.0K | $302.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Elauwit Connection, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Elauwit Connection, Inc.
- BARD ASSOCIATES INC Filed SCHEDULE 13G on Elauwit Connection, Inc., latest May 13, 2026
- Maxim Cerith LLC Filed SCHEDULE 13G on Elauwit Connection, Inc., latest Feb 17, 2026
- Barry R. Rubens Filed SCHEDULE 13G/A on Elauwit Connection, Inc., latest Feb 13, 2026 (2 filings since Nov 6, 2025)
- Daniel McDonough Jr. Filed SCHEDULE 13G/A on Elauwit Connection, Inc., latest Feb 13, 2026 (2 filings since Nov 6, 2025)
- Laurence W. Lytton Filed SCHEDULE 13G on Elauwit Connection, Inc., latest Dec 22, 2025
- Taylor P. Jones Filed SCHEDULE 13G on Elauwit Connection, Inc., latest Nov 6, 2025
- Elauwit Connection, Inc. Columbia, South Carolina
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Elauwit Connection, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Operating-lease assets (leased space) | $28.0K4 Dec 31, 2025 | $55.0K4 Dec 31, 2024 | −49.1% |
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Area of land | 5,950 sq ft4 Jan 2, 2025 |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $6.2M4 Dec 31, 2025 | $287.0K4 Dec 31, 2024 | +2044.3% |
Inventory
Properties, in its own words
We lease approximately 5,950 square feet of office and warehouse space in Columbia, South Carolina, pursuant to a lease agreement that expires June 30, 2026. We believe this facility is adequate for the needs of our business.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led Elauwit Connection, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerBarry R. Rubens Nov 3, 2025 to now7
- ChairDaniel McDonough Jr. Nov 3, 2025 to now8
- PresidentTaylor P. Jones Nov 3, 2025 to now9
- Chief financial officerBartolo James P. Di Ii. Apr 30, 2026 to now10
- Chief financial officerSean R. Arnette Nov 3, 2025 to Apr 30, 202611
Board members and other officers (12)
- Chief Accounting OfficerKyle E. Huffman Nov 3, 2025 to now12
- Chief Operations OfficerRichard M. Alder Nov 3, 2025 to now13
- Chief Revenue OfficerSebastian Shahvandi Nov 3, 2025 to now14
- Board memberBarry R. Rubens Nov 3, 2025 to now7
- Board memberDavid J. O'Brien Nov 3, 2025 to now15
- Board memberElbert G. Basolis Jr. Nov 3, 2025 to now16
- Board memberFrederick R. Berk Nov 3, 2025 to now17
- Board memberGlenn M. Josephs Nov 3, 2025 to now18
- Board memberLeslie E. Goodman Nov 3, 2025 to now19
- Board memberRoger D. Shannon Nov 3, 2025 to now20
- Board memberScott Winter Barton Nov 3, 2025 to now21
- Board memberTaylor P. Jones Nov 3, 2025 to now9
Timeline
- Oct 8, 20268-K Change of auditor22
- Aug 18, 20268-K Results of operations23
- Jun 18, 20268-K Shareholder vote24
- Jun 17, 20268-K Executive or director change25
- Jun 15, 20268-K Executive or director change26
- May 14, 20268-K Results of operations27
- Apr 1, 20268-K Executive or director change28
- Mar 31, 20268-K Results of operations29
- Feb 27, 20268-K Earlier financial statements no longer reliable; Regulation FD disclosure30
- Dec 8, 20258-K Results of operations31
- Nov 24, 20258-K Other events32
- Nov 6, 20258-K Entered a material agreement; Executive or director change; Shareholder vote33
- Nov 3, 2025New chief executive Barry R. Rubens becomes CEO7
Calendar
Coming up
- Around Nov 22, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Aug 18, 2026Reported quarterly or annual results23
- May 14, 2026Reported quarterly or annual results27
- Mar 31, 2026Reported quarterly or annual results29
- Dec 8, 2025Reported quarterly or annual results31
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
102 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 12 major events, 42 insider forms, 8 large holders, 35 other. The latest 20:
- Oct 8, 20268-K EDGAR
- Sep 21, 20264 PRIMARY DOCUMENT EDGAR
- Aug 21, 2026424B3 EDGAR
- Aug 19, 202610-Q EDGAR
- Aug 18, 20268-K EDGAR
- Aug 14, 2026NT 10-Q EDGAR
- Jul 1, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jul 1, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 2026424B3 EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 22, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
- Jun 18, 20268-K EDGAR
- Jun 18, 2026424B3 EDGAR
- Jun 17, 2026EFFECT EDGAR
- Jun 17, 20268-K EDGAR
The 102 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
5 open-market trades by officers, directors and large owners since October 2021: 5 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 14, 2026 | Di Bartolo James P. IIChief Financial Officer | Buy | 95 | $7.18 | $682 | Form 4 |
| Sep 10, 2026 | Di Bartolo James P. IIChief Financial Officer | Buy | 45 | $7.05 | $317 | Form 4 |
| Dec 11, 2025 | RUBENS BARRY RChief Executive Officer | Buy | 2,500 | $6.59 | $16.5K | Form 4 |
| Dec 11, 2025 | McDonough Daniel JRExecutive Chairman | Buy | 5,000 | $6.50 | $32.5K | Form 4 |
| Dec 11, 2025 | Berk Frederick R.Director | Buy | 1,000 | $6.50 | $6.5K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- BARD ASSOCIATES INCSCHEDULE 13G, 1 filing May 13, 202634
- Maxim Cerith LLCSCHEDULE 13G, 1 filing Feb 17, 202635
- Barry R. RubensSCHEDULE 13G/A, 2 filings Nov 6, 2025 to Feb 13, 202636
- Daniel McDonough Jr.SCHEDULE 13G/A, 2 filings Nov 6, 2025 to Feb 13, 202637
- Laurence W. LyttonSCHEDULE 13G, 1 filing Dec 22, 202538
- Taylor P. JonesSCHEDULE 13G, 1 filing Nov 6, 202539
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Barry Rubens | $180.0K40 | ||
| 2025 | Dan McDonoughJr. | $180.0K40 | ||
| 2025 | Taylor Jones | $180.0K40 | ||
| 2024 | Chief Executive Officer | $180.0K40 | ||
| 2024 | Executive Chairman | $180.0K40 | ||
| 2024 | President and Chief Technology Officer | $180.0K40 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Bard Associates Inc | 506,039 | $3.6M | 0.8% | +90,657 |
| Perkins Capital Management Inc | 55,500 | $597.9K | 0.4% | No change |
| Vanguard Capital Management LLC | 22,120 | $158.6K | 0.0% | +10,002 |
| Geode Capital Management, LLC | 21,220 | $152.1K | 0.0% | +4,031 |
| Johnson & White Wealth Management, LLC | 11,248 | $80.6K | 0.0% | New |
| Integrated Wealth Concepts LLC | 10,200 | $73.1K | 0.0% | New |
| Pekin Hardy Strauss, Inc. | 10,000 | $71.7K | 0.0% | No change |
| Vanguard Fiduciary Trust Co | 8,957 | $64.2K | 0.0% | No change |
| BlackRock, Inc. | 8,196 | $58.8K | 0.0% | +3,660 |
| UBS Group AG | 2,502 | $17.9K | 0.0% | −5,756 |
| Morgan Stanley | 800 | $5.7K | 0.0% | New |
| Cambridge Investment Research Advisors, Inc. | 20,000 | $144 | 0.0% | +10,000 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Elauwit Connection, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARElauwit Connection, Inc.1
- CIK0002063863
- Employer ID (EIN)99-31011713
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)4899 Communications Services, NEC1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address1021 Second Ave, Suite A, Columbia, SC 292091
- Phone704-558-30991
- Shares outstanding6,619,796 as of Aug 17, 20266
- Public float$0 as of Dec 31, 20254
- AuditorWithumSmith+Brown, PC, Buffalo, New York PCAOB ID 317; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceApr 7, 20251
- Filings102 in all: 4 (24), 3 (17), 8-K (12), 424B3 (9), SCHEDULE 13G (6), DRSLTR (4), UPLOAD (4), 10-Q (3)1
All 27 form types
DRS/A (3), S-1/A (2), SCHEDULE 13G/A (2), 10-K (1), 10-Q/A (1), 5 (1), 8-A12B (1), ARS (1), CERT (1), CORRESP (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), FWP (1), NT 10-Q (1), POS AM (1), S-1 (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 19, 2026
Proxy statement (DEF 14A) Apr 24, 2026
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | ELWT | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Elauwit Connection, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 41 risks under these headings, as written.3
- Risks Related to Our Business
- We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future.
- We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our common stock, restrict our operations or adversely affect our ability to operate our business.
- Our indebtedness could have important consequences to you.
- We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects.
- Given our relatively limited operating history, we have historically earned most of our revenue from a limited number of ownership groups, and if we lose any of these ownership groups as customers or if we are unable to replace the revenue, our financial condition and results from operations would be materially and adversely affected.
- Our Network-as-a-Service project deployments require significant investment that may adversely affect our near-term net income and results of operations.
- We could be directly or indirectly affected by potential regulatory changes to our industry and our financial condition, results of operations and business may be adversely affected.
- If we are unable to adapt to the speed of changes in wireless network infrastructure and anticipate market adoption of new technologies, our financial condition, results of operations and business may be adversely impacted.
- We are exposed to risks related to the adoption and use of AI.
- A significant portion of our revenue is dependent on our relationships with our property owners and network partners, and if these relationships are impaired or terminated, or if our partners do not perform as expected, our business and results of operations could be materially and adversely affected.
- We may be unable to attract new customers and maintain customer satisfaction with current customers, which could have an adverse effect on our business and rate of growth.
The other 30 risks
- We depend on our relationships with our manufacturers for certain materials necessary to provide our services.
- If we are unable to consistently win competitive RFP processes, become a preferred or sole supplier for new-build projects, execute on our backlog, begin to increase our gross margins with newer customer relationships, access capital to deploy for Network-as-a-Service buildouts or support our sales and marketing teams, or capitalize on the opportunities in our pipeline, our financial condition, results of operations and business may be adversely impacted.
- Our performance may be impacted by general and regional economic volatility or an economic downturn.
- If we lose key personnel, including members of our management team, or are unable to attract and retain personnel on a cost-effective basis, our business could be harmed.
- We may not successfully integrate assets from future acquisitions.
- If the integration of any or all of our future acquisitions is not successful, it could have a material adverse impact on our operating results and stock price.
- The costs of our operations may exceed our estimates due to factors outside of our control, such as labor shortages, tariffs or increasing commodity prices for components used in our networks, and we may be unable to pass those costs to our customers, which would negatively impact our financial results.
- We may implement new lines of business or offer new services within existing lines of business, which may not meet the changing needs of property owners.
- Damage to our reputation could negatively impact our business, financial condition and results of operations.
- If we are unable to protect our intellectual property rights, our business could suffer.
- We rely on a license to use the tradename “Elauwit” and if our license is terminated, our business, financial condition and results of operations may be adversely impacted.
- Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
- Risks Related to Our Industry
- Our industry is competitive and if we do not compete successfully, we could lose market share, experience reduced revenue or suffer losses.
- Construction risks to our customers’ development projects could affect our profitability.
- Risks Related to Ownership of our Securities
- A substantial percentage of the voting power of our common stock is consolidated among our executive officers and directors, which may prevent our stockholders from influencing significant corporate decisions.
- We have material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
- We are an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our common stock less attractive to investors.
- We have not and do not expect to declare any dividends to our stockholders in the foreseeable future.
- We may seek to raise funds, finance acquisitions or develop strategic relationships in the future by issuing securities that would dilute your ownership. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our common stock.
- A possible “short squeeze” due to a sudden increase in demand of our shares that largely exceeds supply may lead to price volatility in our shares of common stock.
- Provisions in our amended and restated certificate of incorporation (“certificate of incorporation”) and amended and restated bylaws (“bylaws”) could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing stockholders.
- Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or increase the stockholder’s costs in bringing such a claim.
- General Risk Factors
- Litigation may adversely affect our business, financial condition and results of operations.
- An active, liquid and orderly trading market for our common stock may not develop and the price of our stock may be volatile.
- There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a delisting of our common stock.
- We will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results.
- As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
- If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
- If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.
- If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
Legal proceedings
From time to time, we may be a party to, or otherwise involved in, legal proceedings arising in the ordinary course of business. As of the date of this report, we are not aware of any proceedings, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 8SEC EDGARDaniel McDonough Jr., Chair
- 9SEC EDGARTaylor P. Jones, President
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- 15SEC EDGARDavid J. O'Brien, Board member
- 16SEC EDGARElbert G. Basolis Jr., Board member
- 17SEC EDGARFrederick R. Berk, Board member
- 18SEC EDGARGlenn M. Josephs, Board member
- 19SEC EDGARLeslie E. Goodman, Board member
- 20SEC EDGARRoger D. Shannon, Board member
- 21SEC EDGARScott Winter Barton, Board member
- 22SEC EDGARChange of auditor
- 23SEC EDGARResults of operations
- 24SEC EDGARShareholder vote
- 25SEC EDGARExecutive or director change
- 26SEC EDGARExecutive or director change
- 27SEC EDGARResults of operations
- 28SEC EDGARExecutive or director change
- 29SEC EDGARResults of operations
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- 31SEC EDGARResults of operations
- 32SEC EDGAROther events
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