Elauwit Connection, INC. 8-K Filing

Ticker: ELWT · Form: 8-K · Filed: Nov 6, 2025 · CIK: 2063863

Sentiment: neutral

Filing Stats: 1,660 words · 7 min read · ~6 pages · Grade level 12.9 · Accepted 2025-11-06 16:31:00

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 4, 2025, Elauwit Connection, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Craig-Hallum Capital Group LLC, as representative of the underwriters (the "Representative"), for an underwritten public offering (the "Offering") of 1,667,000 shares ("Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The public offering price was $9.00 per Share and the underwriters agreed to purchase 1,667,000 shares of Common Stock at a 7.0% discount to the public offering price. The Company granted the Representative a 45-day option to purchase up to an additional 250,050 shares of Common Stock to cover over-allotments, if any. The gross proceeds from the Offering are approximately $15.0 million, or approximately $17.3 million if the Representative exercises in full its over-allotment option, before deducting underwriting discounts and commissions and other offering expenses. The Offering closed on November 6, 2025. The Shares were issued pursuant to the Company's registration statement on Form S-1 (File No. 333-289964) (the "Registration Statement"), initially filed by the Company with the Securities and Exchange Commission (the "Commission") on August 29, 2025, as amended, which became effective pursuant to Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act"), on November 2, 2025. A final prospectus relating to the Offering was filed with the Commission on November 4, 2025. Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants to purchase a number of shares of Common Stock equal to 7% of the number of shares of Common Stock sold in the Offering (the "Representative's Warrants"). The Representative's Warrants are exercisable at $10.35 per share, are initially exercisable 6 months aft

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 3, 2025, stockholders holding a majority of the Company's outstanding shares of Common Stock approved the Company's 2025 Stock Incentive Plan (the "Plan") by written consent. The Plan provides that employees and non-employee directors of the Company and its affiliates and other individuals who perform services for the Company or its affiliates are eligible to receive awards under the Plan in the form of options, restricted stock, restricted stock units and other stock-based awards. The Plan is administered by the Compensation Committee of the Board of Directors of the Company (the "Board"). The Company initially reserved 700,000 shares for issuance under the Plan. The Plan provides for an annual increase in the number of shares of Common Stock available for issuance on January 1 st of each year for a period of 10 years, in an amount equal to the lesser of (i) 5% of the total number of shares of Common Stock outstanding on December 31 st of the prior calendar year, and (ii) the number of shares of Common Stock determined by the Board. For purposes of counting shares of Common Stock against the maximum number of shares of Common Stock issuable under the Plan, awards granted in shares of Common Stock and other awards that may be exercised for, settled in or convertible into shares of Common Stock will be counted against the Plan reserve on the date of the grant, based on the maximum number of shares of Common Stock issuable pursuant to the awards. Shares of Common Stock related to awards issued under the Plan that are forfeited, canceled, expired or otherwise terminated without issuance will be added back to the reserve of shares available for issuance under the Plan. The Plan includes an annual limitation on non-employee director awards. Under the Plan, for services as a non-employee director, the

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. To the extent required by Item 5.07 of Form 8-K, the information contained in Item 5.02 of this Current Report is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On November 5, 2025, in connection with the Offering described in Item 1.01, the Company's Common Stock began trading on the Nasdaq Capital Market ("Nasdaq") under the trading symbol "ELWT". The Company issued a press release on November 4, 2025 announcing the pricing of the Offering and the Nasdaq listing. The Company issued a press release on November 6, 2025 announcing the closing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated November 4, 2025 between the Company and Craig-Hallum Capital Group LLC, as representative of the underwriters 4.1 Form of Representative's Warrant dated November 6, 2025 10.1+ Elauwit Connection, Inc. 2025 Stock Incentive Plan 99.1 Pricing press release dated November 4, 2025 99.2 Closing press release dated November 6, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management contract or compensatory arrangement. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELAUWIT CONNECTION, INC. Date: November 6, 2025 /s/ Barry Rubens Name: Barry Rubens Title: Chief Executive Officer

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