Note 9. Equity Offerings

Common Stock

Amendment to the Certificate of Incorporation

On June 16, 2025, the Company amended and restated its certificate of incorporation to, among other things, (i) provide for a classified structure for the election of directors; (ii) increase the number of shares of common stock, par value $0.0001 per share, authorized for issuance to 14,900,000, consisting of 12,000,000 shares of Class A common stock and 2,900,000 shares of Class B common stock; (iii) authorize the Board of Directors to issue up to 100,000 shares of preferred stock, par value $0.0001 per share.

On August 14, 2025, the Company amended and restated its certificate of incorporation to, among other things, (i) authorize 15,000,000 of capital stock which is divided into two classes, with 14,900,000 shares designated as Common Stock, $0.0001 par value per share (the “Common Stock”), and 100,000 shares designated as Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) and (ii) provide that the holders of Common Stock hold all voting power.

Put-Call Agreement

On August 20, 2024, Baron Hunter Group, LLC (“Baron Hunter”) and Steele Creek Partners, LLC (“Steele Creek”), related parties through common management, have entered into an agreement (the “Put- Call Agreement”) with the Company whereby each was granted the right to sell to the Company (“Put Option”) up to a $2.0 million value of common shares of the Company at a discount of 10% below the initial public offering (“IPO”) issue price, limited to the lesser of $2.0 million or 10% of the IPO gross offering proceeds, exercisable for a period of ten (10) business days following the effective date of the IPO. The Company was granted the right to purchase (Call Option) up to a maximum of $2.0 million of common shares from each of Baron Hunter and Steele Creek, at a premium of 10% in excess of the IPO issue price, limited to the lesser of $2.0 million or 10% of the IPO gross offering proceeds, exercisable for a period of ten (10) business days following the effective date of the IPO.

On August 11, 2025, the Put-Call Agreement was amended whereby Baron Hunter and Steele Creek were each granted the right to sell to Elauwit (Put Option) up to a $1.0 million of common shares of Elauwit at a discount of 10% below the IPO issue price. Elauwit was granted the right to purchase (Call Option) up to a maximum of $1 million of common shares from each of Baron Hunter and Steele Creek at a premium of 10% in excess of the IPO issue price. See Note 14, Subsequent Events, for additional details regarding the exercise of the Put Option.

Conversion of Class B Common Stock

On May 16, 2025, Baron Hunter transferred 25,000 shares of the Company’s Class B Common Stock with a par value of $0.0001 per share to Glenn Josephs. Upon the occurrence of the transfer, the shares of Class B Common Stock automatically converted into 25,000 shares of Class A Common Stock with a par value of $0.0001 per share.

On August 8, 2025, all Class B Common Stockholders converted all 2,477,050 shares of Class B Common Stock with a par value of $0.0001 per share into Class A Common Stock with a par value of $0.0001 per share. All Class A Common Stock was transferred as “Common Stock”.

Series Seed Convertible Preferred Stock

Prior to the repurchase of the Series Seed Preferred Stock on April 12, 2024, as further discussed below, the Company’s Series Seed Preferred Stock consisted of the following:

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Prior to the repurchase, the Series Seed Preferred Stock was recorded on the December 31, 2023 audited consolidated balance sheet at its redemption value which was the carrying value of the redeemable preferred stock.

Series Seed Stock Repurchase Agreement

On April 12, 2024, the Company and Motherlode entered into a Stock Repurchase Agreement (the “Series Seed Stock Repurchase Agreement”), whereby the Company repurchased from Motherlode, 250,000 shares of Series Seed Preferred Stock, $0.0001 par value per share, at a purchase price of $4.00 per share, or $1 million in aggregate (the “Purchase Price”). The Purchase Price consists of the Motherlode Promissory Note (see Note 6), and is secured by personal guarantees of the Company’s personnel. Additionally, as part of the closing, the Company shall pay to Apogee, all amounts due under the Apogee Promissory Note, in the amount of approximately $619 thousand. Additionally, the Company, shall pay all amounts remaining due under the Apogee Installment Payment Agreement, in the amount of approximately $330 thousand, together with a remaining hardware invoice in the amount of approximately $38 thousand. As part of the closing, certain principals of Motherlode resigned from the Board of Directors of the Company, as such Motherlode is no longer considered an ongoing related party.

Series B Convertible Preferred Stock

On various dates from January of 2022 through June of 2024 the Company entered into the Stock Purchase Agreements with certain investors, relating to the issuance and sale by the Company to the investors of up to 327,067 shares of Series B Preferred Stock (the “Series B Preferred Stock”) for an aggregate purchase price ranging from $10.00 to $16.56 per share of Series B Preferred Stock.

On various dates from January of 2022 through June of 2024, the Company and the investors completed the issuance and sale of 320,522 shares of Series B Preferred Stock for an aggregate purchase price of $4.8 million. In addition, in lieu of cash, the Company issued on various dates 6,545 Series B Preferred Stock to vendors and shareholders as compensation for services rendered. The Company determined the fair value of the 6,545 shares issued for services based on the Series B Preferred Stock price from recent sales.

In connection with the issuance of the Series B Preferred Stock, the Company incurred direct and incremental expenses of $0.1 million, comprised of legal fees and shares paid-in-kind for finders’ fees, which were expensed as incurred as they were de minimis.

Prior to the conversion of the Series B Preferred Stock on August 20, 2024, as further discussed below, the Company’s Series B Preferred Stock consisted of the following:

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Conversion of Series B Preferred Stock

On August 20, 2024, the Series B Preferred Stock Holders agreed to convert the Series B Preferred Shares into Common Stock of the Company, on a one-for-one basis, into an aggregate 327,067 common shares of the Company in accordance with the original conversion terms and conditions. In connection with the reverse recapitalization, the 327,067 common shares were exchanged in accordance with the exchange ratio of 4.11795:1, therefore, in aggregate, 1,346,846 shares of Class A and Class B common shares were issued.