Elauwit Connection (ELWT) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We 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
2. 02We 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
3. 03Our indebtedness could have important consequences to you
4. 04We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects
5. 05If we do not manage these risks successfully, our business and financial performance will be adversely affected
6. 06Our Network-as-a-Service project deployments require significant investment that may adversely affect our near-term net income and results of operations
7. 07We 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
8. 08If 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
9. 09connectivity and from property owners attempting to provide consumers with greater connectivity. We may face challenges as we seek to increase the revenue generated from our Managed Services and Network-as-a-Service solutions
10. 10We are exposed to risks related to the adoption and use of AI
11. 11A 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
12. 12operating results. Further, any delays in our ability to complete the upgrade of our networks or build out new networks could adversely affect our operating results
13. 13We 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
14. 14We depend on our relationships with our manufacturers for certain materials necessary to provide our services
15. 15Because we purchase hardware and other materials, which are subject to cost variations related to commodity costs, inflationary pressures or tariffs, if we cannot pass along cost increases, our profitability would be negatively impacted
16. 16Our performance may be impacted by general and regional economic volatility or an economic downturn
17. 17If 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
18. 18We may not successfully integrate assets from future acquisitions
19. 19If 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
20. 20The 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
21. 21We 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
22. 22Damage to our reputation could negatively impact our business, financial condition and results of operations
23. 23If we are unable to protect our intellectual property rights, our business could suffer
24. 24We 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
25. 25Our business could be negatively impacted by cyber security threats, attacks and other disruptions

Risks Related to Our Industry

1. 26Our industry is competitive and if we do not compete successfully, we could lose market share, experience reduced revenue or suffer losses
2. 27Construction risks to our customers’ development projects could affect our profitability

Risks Related to Ownership of our Securities

1. 28A 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
2. 29We have not and do not expect to declare any dividends to our stockholders in the foreseeable future
3. 30We 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
4. 31A 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
5. 32Litigation may adversely affect our business, financial condition and results of operations
6. 33An active, liquid and orderly trading market for our common stock may not develop and the price of our stock may be volatile
7. 34not develop or is not sustained, it may be difficult for our stockholders to sell shares of common stock when they wish to sell them, at a price that is attractive, or at all. There could be extreme fluctuations in the price of our common stock because there are a limited number of shares in our public float
8. 35There 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
9. 36We 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
10. 37If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares
11. 38If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments
12. 39If 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