Subsequent Events	9 Months Ended
Sep. 30, 2025
Subsequent Events
Subsequent Events	Note 14. Subsequent Events Adoption of Stock Incentive Plan 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. 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 1st 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 31st of the prior calendar year, and (ii) the number of shares of Common Stock determined by the Board. Initial Public Offering On November 4, 2025, 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 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 were 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. On November 24, 2025, the Company closed the sale of an additional 68,989 shares of Common Stock, representing the partial exercise of the Representative’s over-allotment option and resulting in gross proceeds of $0.6 million, before deducting underwriting discounts and commissions and other offering expenses. 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 116,690 shares of Common Stock (representing 7% of the number of shares of Common Stock sold in the Offering) (the “Representative’s Warrants”). In connection with the closing of the partial over-allotment option exercise on November 24, 2025, the Company also issued Representative’s Warrants to purchase up to 4,830 shares of Common Stock to the Representative. The Representative’s Warrants are exercisable at $10.35 per share, are initially exercisable 6 months after the effective date of the Registration Statement and have a term of five years from the effective date of the Registration Statement. SAFE Conversion On November 6, 2025, immediately following the closing of the Offering, the SAFE liability automatically converted into 130,719 shares of Common Stock. Put Right Conversion Resulting from the amendment to the Put-Call Agreement, Baron Hunter and Steele Creek, were granted the right to sell to Elauwit (Put Option) up to a $1.0 million in shares of Common Stock at a discount of 10% below the IPO issue price. On November 13, 2025, each of Baron Hunter and Steele Creek exercised its Put Option and, on November 14, 2025, the Company repurchased 123,456 shares of Common Stock from Baron Hunter and Steele Creek, at a price of $8.10 per share, resulting in payments of $1.0 million to each of Baron Hunter and Steele Creek. Related Party Debt Payoff On November 7, 2025, the Company repaid the outstanding principal and interest on the Endurance Loan, the Endurance Business Loan, the Endurance Promissory Note, and the Second Endurance Promissory Note, thereby satisfying these obligations in their entirety. Related Party Payables Payoff On November 7, 2025, the Company repaid the outstanding principal and interest on the Management Agreement and the Deferred Compensation Agreement, thereby satisfying these obligations in their entirety.

Subsequent Events

9 Months Ended

Sep. 30, 2025

Note 14. Subsequent Events

Adoption of Stock Incentive Plan

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.

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 1st 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 31st of the prior calendar year, and (ii) the number of shares of Common Stock determined by the Board.

Initial Public Offering

On November 4, 2025, 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 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 were 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. On November 24, 2025, the Company closed the sale of an additional 68,989 shares of Common Stock, representing the partial exercise of the Representative’s over-allotment option and resulting in gross proceeds of $0.6 million, before deducting underwriting discounts and commissions and other offering expenses.

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 116,690 shares of Common Stock (representing 7% of the number of shares of Common Stock sold in the Offering) (the “Representative’s Warrants”). In connection with the closing of the partial over-allotment option exercise on November 24, 2025, the Company also issued Representative’s Warrants to purchase up to 4,830 shares of Common Stock to the Representative. The Representative’s Warrants are exercisable at $10.35 per share, are initially exercisable 6 months after the effective date of the Registration Statement and have a term of five years from the effective date of the Registration Statement.

SAFE Conversion

On November 6, 2025, immediately following the closing of the Offering, the SAFE liability automatically converted into 130,719 shares of Common Stock.

Put Right Conversion

Resulting from the amendment to the Put-Call Agreement, Baron Hunter and Steele Creek, were granted the right to sell to Elauwit (Put Option) up to a $1.0 million in shares of Common Stock at a discount of 10% below the IPO issue price. On November 13, 2025, each of Baron Hunter and Steele Creek exercised its Put Option and, on November 14, 2025, the Company repurchased 123,456 shares of Common Stock from Baron Hunter and Steele Creek, at a price of $8.10 per share, resulting in payments of $1.0 million to each of Baron Hunter and Steele Creek.

Related Party Debt Payoff

On November 7, 2025, the Company repaid the outstanding principal and interest on the Endurance Loan, the Endurance Business Loan, the Endurance Promissory Note, and the Second Endurance Promissory Note, thereby satisfying these obligations in their entirety.

Related Party Payables Payoff

On November 7, 2025, the Company repaid the outstanding principal and interest on the Management Agreement and the Deferred Compensation Agreement, thereby satisfying these obligations in their entirety.