Newton Golf Company, Inc 10-Q for FY2025 Q3
Newton Golf Company, Inc. (NWTG)
About this 10-Q
Newton Golf Company, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.58M
- up 113.2% from $1.21M a year earlier
- Net loss
- $1.58M
- compared with a net loss of $1.06M a year earlier
- Diluted EPS
- -$0.34
- compared with -$21.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
OR
For the transition period from ___________ to ____________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 10, 2025, there were shares of common stock outstanding
TABLE OF CONTENTS
| i |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This Quarterly Report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry, our beliefs, and assumptions.
We use words such as “may,” “will,” “could,” “should,” “anticipate,” “expect,” “intend,” “project,” “plan,” “believe,” “seek,” “assume,” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements because the matters they describe are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products, (v) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, (vi) the impact of geopolitical risks, including tariffs, on our business, suppliers, consumers, customers, and employees or the overall economy, and (vii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission (“SEC”). Please consider our forward-looking statements in light of those risks as you read this Quarterly Report.
| ii |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEWTON GOLF COMPANY, INC.
CONDENSED BALANCE SHEETS
(Amounts rounded to nearest thousand, except share and per share amounts)
September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory, net of reserve for obsolescence
of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset, net | ||||||||
| Software licensing agreement, net | ||||||||
| Deferred offering costs | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Lease liability, current | ||||||||
| Software licensing obligation, current | ||||||||
| Warrant Liability | ||||||||
| Total Current Liabilities | ||||||||
| Lease obligations – noncurrent | ||||||||
| Software licensing fee obligation, net of current | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficiency): | ||||||||
| Preferred stock $ par value, shares authorized, shares issued and outstanding, respectively | ||||||||
| Common stock, $ par value, shares authorized, and , shares issued and outstanding, respectively | ||||||||
| Treasury Stock, shares | ( | ) | ||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficiency) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity (Deficiency) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-1 |
NEWTON GOLF COMPANY, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
(Amounts rounded to nearest thousand, except share and per share amounts)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income, net | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-2 |
NEWTON GOLF COMPANY, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
(Amounts rounded to nearest thousand, except share amounts)
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional
Paid In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Vesting of stock options and restricted stock units | - | |||||||||||||||||||||||||||
| Exercise of warrants | - | |||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Common Stock | Treasury Stock | Additional
Paid In | Accumulated | Total Stockholders’ (Deficiency) | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Vesting of stock options and restricted stock units | - | |||||||||||||||||||||||||||
| Series A and B over-allotment and Offering costs | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Exercise of warrants | - | |||||||||||||||||||||||||||
| DTCC reverse split fractional rounding | - | |||||||||||||||||||||||||||
| Stock repurchase | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Common Stock | Additional
Paid In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Vesting of stock options | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional
Paid In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Vesting of stock options | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-3 |
NEWTON GOLF COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2025 and 2024
(Unaudited)
(Amounts rounded to nearest thousand)
| 2025 | 2024 | |||||||
Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of deferred software licensing agreement | ||||||||
| Bad debt expense | ||||||||
| Change in reserve for inventory obsolescence | ( | ) | ||||||
| Change in fair Value of Warrants (gain) loss | ( | ) | ||||||
| Changes in ROU asset | ||||||||
| Stock based compensation- employees | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaids and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Software licensing obligation | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ||||||
| Proceeds from over-allotment, net | ( | ) | ||||||
| Offering Costs | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash and restricted cash beginning of period | ||||||||
| Cash and restricted cash end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Exercise of cashless warrants | $ | |||||||
| Recognition of Right of Use Asset and lease obligations | $ | |||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-4 |
NEWTON GOLF COMPANY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
(Amounts rounded to nearest thousands, except share and per share amounts)
NOTE 1 – OPERATIONS AND LIQUIDITY
Newton Golf Company, Inc. (“we,” or the “Company”) was formed in 2018 as Sacks Parente Golf, Inc., a Delaware limited liability company. On March 18, 2025 the Company converted into a Delaware corporation named Newton Golf Company, Inc. Pursuant to our Plan of Conversion, on March 18, 2025, all of the outstanding ownership interests in Sacks Parente Golf, Inc., and rights to receive such interest were converted into and exchanged for shares of capital stock of Newton Golf Company, Inc. The Company retroactively reflected the conversion as of the earliest periods presented herein.
On March 11, 2025, the Company’s Board of Directors approved and, by written consent dated February 26, 2025, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from Sacks Parente Golf, Inc. to Newton Golf Company, Inc. to better reflect its commitment to revolutionizing golf through advanced physics and precision engineering. The change to Newton Golf Company, Inc. became effective on March 17, 2025. All references throughout this filing to Sacks Parente Golf, Inc. have been changed to Newton Golf Company, Inc.
Newton Golf Company, Inc. is a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips, and other golf-related products. In consideration of its growth opportunities in shaft technologies, in April of 2022, the Company expanded its manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, Missouri. It is the Company’s intent to manufacture and assemble substantially all products in the United States. The Company anticipates expansion into golf apparel and other golf-related product lines to enhance its growth. The Company’s future expansions may include broadening its offerings through mergers, acquisitions or internal developments of product lines that are complementary to its premium brand.
The Company currently sells its products through resellers, the Company’s websites, and distributors in the United States, Japan, and South Korea.
Basis of Presentation
The condensed financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, are unaudited. In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of September 30, 2025, and the results of its operations for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024. Operating results for the interim periods presented are not necessarily indicative of the results expected for a full fiscal year. The condensed balance sheet as of December 31, 2024 has been derived from the Company’s audited financial statements at such date.
The condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC.
| F-5 |
Going Concern and Liquidity
The
accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed financial
statements, during the nine months ending September 30, 2025, the Company incurred a net loss of $
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements for the year ended December 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments that might result from this uncertainty.
As
of September 30, 2025, the Company had cash and cash equivalents on hand in the amount of $
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow from operations.
No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing, or grant unfavorable terms in licensing agreements.
Reverse Stock Splits
On
July 18, 2024, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
Delaware to affect a reverse stock split of the Company’s common stock at a ratio of
On
March 4, 2025, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
Delaware to affect a
Accordingly, all share and per share amounts presented herein with respect to common stock have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. Proportionate adjustments for the Reverse Stock Splits have been made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity plans, and all the then outstanding awards under the Company’s equity plans. The Reverse Stock Splits did not change the par value of the common stock or modify any voting rights or other terms of common stock.
| F-6 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term and tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing warrant liabilities, and assumptions made in valuing stock instruments issued for services.
Warrant Liabilities
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
Revenue and costs of sales are recognized when control of the products is transferred to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer.
All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.
The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
The following table presents our net sales by revenue source, and the period-over-period percentage change, for the period presented:
SCHEDULE OF DISAGGREGATION OF REVENUE
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net Sales Source | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Online sales | $ | $ | $ | $ | ||||||||||||
| Distributors and wholesalers | ||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| F-7 |
The following table presents our net sales by product lines for the period presented:
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net Sales by product Line | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Newton Motion Shafts | $ | $ | $ | $ | ||||||||||||
| Newton Gravity Putters | ||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all potential dilutive shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive.
SCHEDULE OF ANTIDILUTIVE SECURITIES
September 30, 2025 | September 30, 2024 | |||||||
| Stock options | ||||||||
| Series A Warrants | ||||||||
| Series B Warrants* | ||||||||
| Total | ||||||||
| * |
Advertising Costs
Third-party
advertising costs are expensed as incurred and are included in selling, general and administrative expense. Advertising costs aggregated
$
Research and Development
Research
and development expenses consist primarily of personnel costs, prototype expenses, and consulting services associated with research and
development equipment. Research and development costs are expensed as incurred. Research and development costs were $
Stock-Based Compensation
The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”), whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on a straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its condensed statements of operations with classification depending on the nature of the services rendered.
The fair value of each option is estimated using the Black-Scholes option-pricing model. The Company was a private company through August 14, 2023, and lacked company-specific historical and implied volatility information. Therefore, through December 31, 2024 it estimated its expected stock volatility based on the greater of the historical volatility of a publicly traded set of peer companies within the consumer products industry with characteristics similar to the Company or the Company’s volatility since going public. Beginning on January 1, 2025, the company began to use its own historical volatility.
The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero because the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
| F-8 |
Fair Value of Financial Instruments
The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
The Company utilizes level 3 inputs in the fair value hierarchy to determine the fair market value of its warrant liability.
Concentrations of Risk
Cash
Balances. The Company’s cash balances on deposits with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC)
up to $
Accounts
Receivable. As of September 30, 2025, two customers accounted for more than
Net sales. During each of the three and nine months ending September 30, 2025 and 2024, no customer accounted for 10% or more of net sales.
| F-9 |
Segments
Under Accounting Standards Codification 280, Segment Reporting (“ASC 280”), operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has one component. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for the manufacture and distribution of its products.
Recent Accounting Pronouncements
Announced But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.
Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not expected by management to have a material impact on the Company’s present or future financial statements.
NOTE 3 – INVENTORY
Inventory is initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details our primary inventory categories for the periods presented:
SCHEDULE OF INVENTORY
September 30, 2025 | December 31, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventory | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventory, net | $ | $ | ||||||
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment are comprised of the following:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
September 30, 2025 | December 31, 2024 | |||||||
| Machinery and Equipment | $ | $ | ||||||
| Leasehold Improvements | ||||||||
| Automobile | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expenses are included in both cost of goods sold and selling, general and administrative expenses in the accompanying condensed statements
of operations. Depreciation expense related to property and equipment was $
| F-10 |
NOTE 5 – SOFTWARE LICENSING OBLIGATION
In
October 2023, the Company entered into a software licensing agreement with Oracle America, Inc (“Oracle”) for its NetSuite
Enterprise Resource Planning (ERP) software (“NetSuite”). The Company agreed to license NetSuite for 36 months and utilize
Oracle’s professional services to assist in the implementation of NetSuite. The cost of the license fee was $
The
Company recorded the $
During
the nine months ending September 30, 2025, the Company made payments of $
Future payments under the software license obligation are as follows:
SCHEDULE OF SOFTWARE LICENSE OBLIGATION
| Years Ending December 31, | Amount | |||
| 2025 - remaining | $ | |||
| 2026 | ||||
| Total payments | ||||
| Less: Current portion | ( | ) | ||
| Non-current portion | $ | |||
NOTE 6 – LEASE LIABILITIES
The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the condensed balance sheets.
On
April 1, 2022, the Company entered a facility lease for a
In
July 2025, the Company entered into an additional lease agreement for a parking lot and a designated space for a dumpster.
The
Company’s ROU asset balance was $
The
Company’s lease liability balance was $
During
the nine months ending September 30, 2025 and 2024, lease costs totaled approximately $
| F-11 |
As
of September 30, 2025, the weighted average remaining lease terms for operating lease is
Future minimum lease payments under the leases are as follows
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| Years Ending December 31, | Amount | |||
| 2025 - remaining | $ | |||
| 2026 | ||||
| Total payments | ||||
| Less: Amount representing interest | ( | ) | ||
| Present value of net minimum lease payments | ||||
| Less: Current portion | ( | ) | ||
| Non-current portion | $ | |||
NOTE 7 – STOCK OPTIONS
Summary of Options
The Company maintains the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2022 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business.
SCHEDULE OF STOCK OPTIONS
| Weighted- | |||||||||||||||||
| Weighted- | Average | ||||||||||||||||
| Average | Remaining | Aggregate | |||||||||||||||
| Exercise | Contractual | Intrinsic | |||||||||||||||
| Options | Price | Life (Years) | Value | ||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||
| Granted | - | ||||||||||||||||
| Forfeited | ( | ) | - | ||||||||||||||
| Exercised | - | ||||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | |||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | |||||||||||||||
During the nine months ending September 30, 2025, the Company granted stock options to employees to purchase shares of common stock for services rendered. The options have an average exercise price of $ per share, expire in , vesting equally over from the employees’ start date. The total fair value of these options at the grant date was approximately $ using the Black-Scholes option pricing model.
The total stock compensation expense recognized related to vesting stock options for the nine months ending September 30, 2025 and 2024 amounted to $ and $, respectively. As of September 30, 2025 the total unrecognized stock-based compensation was $ which is expected to be recognized as part of operating expense through September 2028.
As of September 30, 2025, the intrinsic value of the outstanding options under the 2022 Plan was $.
SCHEDULE OF BLACK SCHOLES OPTION PRICING METHOD
| 2025 | 2024 | ||||||||
Nine Months Ended September 30, | |||||||||
| 2025 | 2024 | ||||||||
| Risk-free interest rate | % | % - | % | ||||||
| Average expected term | years | years | |||||||
| Expected volatility | % | % | |||||||
| Expected dividend yield | |||||||||
| F-12 |
NOTE 8 – WARRANTS CLASSIFIED AS LIABILITY
SCHEDULE OF WARRANTS
| Series A | Series B | |||||||
| Warrants | Warrants | |||||||
| Warrants outstanding, December 31, 2024 | ||||||||
| Warrants outstanding, balance | ||||||||
| Average exercise price | $ | $ | ||||||
| Warrants granted | ||||||||
| Warrants forfeited | ||||||||
| Warrants exercised | ( | ) | ||||||
| Average exercise price | $ | |||||||
| Warrants outstanding, September 30, 2025 | ||||||||
| Warrants outstanding, balance | ||||||||
| Average exercise price | $ | $ | ||||||
Information relating to outstanding warrants as of September 30, 2025, summarized by exercise price, is as follows:
SCHEDULE OF OUTSTANDING WARRANTS AND EXERCISABLE PRICE
| Outstanding | Exercisable | |||||||||||||||||||||||
| Exercise | Weighted Average | Weighted Average | ||||||||||||||||||||||
Price Per Share | Warrants | Life (Years) | Exercise Price | Warrants | Exercise Price | |||||||||||||||||||
| Series A | $ | $ | $ | |||||||||||||||||||||
| Series B | $ | |||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||
Series A Warrants
Beginning
on February 26, 2025 (the “Warrant Stockholder Approval”), the Series A Warrants contain a reset of the exercise price to
a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price (“VWAP”) for
the five trading days immediately following the date the Company effects a reverse split with a proportionate adjustment to the number
of shares underlying the Series A Warrants (a “Reverse Split Reset”).
The Series A Warrants also require the Company to calculate the fair value in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Series A Warrants and Series B Warrants (collectively, the “Purchase Warrants”) that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares.
On
September 30, 2025 the fair value of the Series A Warrants was valued with a binomial model using the exercise price of $
As
of September 30, 2025,
| F-13 |
Series B Warrants
The
Series B Warrants are exercisable at $
Beginning on the date of the Warrant Stockholder Approval, in lieu of a cash exercise, the holder of the Series B Warrants has the right to elect to receive an aggregate number of shares of common stock equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of the Series B Warrants and (y) 2.0. Also, the Series B Warrants will provide for a Reverse Split Reset subject to the Floor Price. Additionally, effective on the 11th trading day following the date of the Warrant Stockholder Approval, the exercise price and the number of shares underlying the Common Warrants will be reset to the then-current lowest VWAP in the period commencing on the first trading day following the date of the Warrant Stockholder Approval and ending the close of trading on the 10th trading day thereafter. Such reset will be subject to the Floor Price. With respect to all of the Common Warrants, with the consent of the holder, the Company may adjust the exercise price to such amount and for such time as may be agreed upon. None of the Common Warrants may be exercisable until the Warrant Stockholder Approval. The Series B Warrants allow an alternative cashless conversion The alternative cashless conversion is determined by multiplying the number of exercised Series B Warrants by the exercise price and dividing the result by the lesser of the VWAP price or the $ floor. This amount is then doubled to arrive at the final share total.
Therefore,
pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its condensed balance sheet. The
classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the condensed
statements of operations. Upon the closing of the registered direct offering, the fair value of the Series B Warrant liability was
$
Based on the alternative cashless exercise the Company estimates issuing shares of common stock when the remaining Series B Warrants are exercised.
A recap of the warrant liabilities is as follows:
SCHEDULE OF WARRANT LIABILITIES
| Series A | Series B | Total | ||||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
(Decrease) increase in fair value | ( | ) | ( | ) | ||||||||
| Warrant exercises | ( | ) | ( | ) | ||||||||
| Balance, September 30, 2025 | $ | $ | $ | |||||||||
| F-14 |
NOTE 9 – RESTRICTED STOCK UNITS
A summary of restricted stock unit activity for the nine months ended September 30, 2025 is presented below.
Schedule of Restricted Stock Unit Activity
| Weighted- | ||||||||||||
| Average | ||||||||||||
| Grant Date | ||||||||||||
| Shares | Fair Value | Fair Value | ||||||||||
| Unvested at December 31, 2024 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Vested/deemed vested | ( | ) | ( | ) | ||||||||
| Forfeited | ||||||||||||
| Unvested at September 30, 2025 | $ | $ | ||||||||||
During the nine months ended September 30, 2025, the Company issued shares of restricted stock units to vendors for services rendered and to be rendered with a fair value of $. The shares were valued based on the market value of the Company’s common stock price on the grant date and will be amortized over their vesting term.
The
total fair value of restricted stock units that vested or were deemed vested during the nine months ended September 30, 2025 was
$,
of which $
NOTE 10 – TREASURY STOCK
On
January 31, 2025, the Board of Directors of authorized the Chief Executive Officer to repurchase, from time to time, on the open market
or otherwise, shares of common stock in such quantities, at such prices, in such manner and on such terms and conditions as he determines
are in the best interests of the Company; provided, however, that the aggregate value of shares of common stock repurchased shall not
exceed $ and no shares of common stock shall be repurchased after 12 months. Pursuant to this approval, the Company repurchased
a total of shares of its common stock in 13 separate open market transactions during the month of April 2025, for an aggregate
purchase price of approximately $
These transactions were not conducted under a formal share repurchase program and were solely authorized as a one-time action by the Board. The repurchased shares are recorded as treasury stock at cost and are presented as a reduction to stockholders’ equity in the accompanying condensed balance sheets as of September 30, 2025.
NOTE 11 - REPORTABLE SEGMENT INFORMATION
The
Company is organized and operates as
The following table presents our net sales by region for the period presented:
SCHEDULE OF NET SALES BYE REGION
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Region | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| All other regions | ||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.
| F-15 |
The accounting policies of the one reportable segment are the same as those described in Note 2, “Summary of Significant Accounting Policies”. The CODM uses net (loss) income, as reported in our statements of operations, to measure segment profit or loss, assess performance, and make strategic capital resources allocations. The measure of segment assets is reported on our balance sheets as total assets. The significant expense categories regularly provided to the CODM are the expenses as noted on the face of the statements of operations.
SCHEDULE OF EXPENSES AS NOTED ON FACE OF CONSOLIDATED STATEMENTS OF OPERATIONS
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | Revenue | Revenue | Revenue | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Less: | ||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||
| Sales and marketing expense | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
NOTE 12 – SUBSEQUENT EVENTS
ATM Offering Agreement
On
October 24, 2025, the Company entered into an ATM Offering Agreement with Kingswood, as sales agent, permitting the Company to sell
up to $
Shares Issued for Services
Subsequent
to September 30, 2025, the Company issued
restricted stock units to vendors for services rendered and to be rendered with a fair value of $
Breach of Right of First Refusal
As a result of entering into the ATM Offering Agreement, the Company breached the right of first refusal provision in that certain underwriting agreement between Aegis Capital Corp. (“Aegis”) and the Company, dated December 12, 2024. The Company is in negotiations with Aegis to resolve this matter; however, the ultimate outcome cannot be presently determined. The Company has no liability as of this filing, but may become liable for some fees due to Aegis for any shares sold under the ATM.
| F-16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited condensed financial statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2024, including the audited financial statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.
Company Overview
We are a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips, and other golf related products. In consideration of our growth opportunities in shaft technologies, in April of 2022, we expanded our manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, Missouri. It is our intent to manufacture and assemble substantially all products in the United States. We anticipate expansion into golf apparel and other golf related product lines to enhance our growth. Our future expansions may include broadening our offerings through mergers, acquisitions or internal developments of product lines that are complementary to our premium brand.
Nasdaq Notice of Failure to Satisfy a Continued Listing Rule or Standard
As a result of Dottie Pepper’s resignation from our Board of Directors on September 28, 2025, we are no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board of Directors be comprised of “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2) (each, an “Independent Director”), and Nasdaq Listing Rule 5605(c)(2), which requires that the audit committee consist of at least three members, each of whom must (i) be an Independent Director, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated in the preparation of our financial statements or of any current subsidiary at any time during the past three years, and (iv) be able to read and understand fundamental financial statements.
Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4) provide a cure period for these deficiencies until the earlier of (i) our next annual stockholders’ meeting or (ii) September 29, 2026; however, if our next annual stockholders’ meeting is held before March 27, 2026, then the cure period will continue through March 27, 2026. We intend to appoint an additional Independent Director to our Board of the Directors and the audit committee prior to the end of the cure period.
Reverse Stock Splits
On July 18, 2024, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of Delaware to affect a reverse stock split of the Company’s common stock at a ratio of 1-for-10 shares (the “First Reverse Stock Split”). The First Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 30, 2024 and the Company’s common stock began trading on The Nasdaq Capital Market on a post-split basis under its existing trading symbol. As a result of the First Reverse Stock Split, every ten shares of common stock were automatically combined into one share of common stock. The authorized number of shares of common stock was not affected by the First Reverse Stock Split. No fractional shares were issued in connection with the First Reverse Stock Split, as all fractional shares were rounded up to the next whole share.
On March 4, 2025, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of Delaware to affect a reverse stock split of the Company’s common stock at a ratio of 1-for-30 shares (the “Second Reverse Stock Split,” and together with the First Reverse Stock Split, the “Reverse Stock Splits”). The Second Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on March 17, 2025 and the Company’s common stock began trading on The Nasdaq Capital Market on a post-split basis under its existing trading symbol. As a result of the Second Reverse Stock Split, every 30 shares of common stock were automatically combined into one share of common stock. The authorized number of shares of common stock was not affected by the Second Reverse Stock Split. No fractional shares were issued in connection with the Second Reverse Stock Split, as all fractional shares were rounded up to the next whole share.
Accordingly, all share and per share amounts presented herein with respect to common stock have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. Proportionate adjustments for the Reverse Stock Splits have been made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity plans, and all the then outstanding awards under the Company’s equity plans. The Reverse Stock Splits did not change the par value of the common stock or modify any voting rights or other terms of common stock.
| 1 |
Key Factors Affecting Our Performance
Seasonality and General Trends in Golf Participation
Because golf is a seasonal sport, our sales are cyclical and unlikely to remain consistent from quarter to quarter. Further, if golf participation decreases or the number of rounds of golf played decreases generally, for any or no reason, sales of our products may be adversely affected. In the future, the overall dollar volume of the market for golf-related products may not grow or may decline.
Impact of Inflation
Although our products are built in the United States, with limited risk of recent tariffs, recent inflationary trends have led to a moderate increase in some of the component parts used to manufacture our products. To date, we have not passed the increase in cost to our consumers. Continued prolonged periods of inflationary pressure on some or all costs may result in increased costs to produce our products that could have an adverse effect on profits from sales of these products or require us to increase prices for our products that could adversely affect consumer demand for our products.
While we have not had significant other disruptions that materially impacted our financial results, we continue to seek and expand the number of qualified domestic vendors used to source materials.
Business Outlook and Market Positioning
We believe we are entering a period of strong growth potential as the impact of our multi-year investment in sales, marketing, and brand development becomes increasingly evident in our revenue growth. Our recent revenue performance highlights growing consumer awareness of the Newton brand and rising demand for our Motion-based shaft technologies. Momentum on the professional tours continues to build, with more than 60 players now using Newton shafts across the PGA TOUR Champions, LPGA, and Korn Ferry Tours. This expanding presence among elite golfers underscores the performance characteristics of our products and is contributing to broader market interest. With only three commercial shaft families currently in the market, we intend to announce three additional premium shaft products for release next year. Although we are not providing forward-looking guidance, the planned expansion of our shaft lineup provides additional context for investors evaluating the scope of our product roadmap and the broader range of golfers our technology aims to serve.
Our distribution mix is also beginning to evolve in ways that may support long-term growth and improved efficiency. For the nine months ending September 30, 2025, 90% of our net sales were generated through direct-to-consumer channels supported by substantial paid media. In recent quarters, we have seen increased inbound interest from national retailers, professional club fitters, and OEM partners. While these relationships remain in early stages, broader engagement across these channels may diversify our revenue mix, reduce reliance on paid media, and expand access to golfers who rely on traditional retail and fitting environments.
Although our current product mix is concentrated with approximately 98% of sales generated from shafts and 2% from our putter line, we were founded on our patented putter technology. As brand awareness has increased and as potential new sales channels have opened, we believe more golfers may have the opportunity to evaluate our putter products. Recent trends in the putter category, including the commercial success of specialty putter manufacturers such as L.A.B. Golf, demonstrate continued consumer interest in differentiated putting technologies. While we cannot predict how broader market trends will influence demand for our putter products, increased channel access and rising brand visibility may contribute to greater awareness of our putter line over time.
In October, we launched our dedicated Japanese e-commerce site, enabling direct access to Newton products in the world’s second-largest golf market. Japan represents approximately 8.8 million active golfers and one of the highest per-golfer equipment spend levels globally. Early consumer response and engagement from professional club fitters have been strong reflecting initial interest in Newton’s Motion-based shaft technologies within this market.
Macro trends across the golf industry also continue to create a favorable backdrop for performance-driven equipment. According to the National Golf Foundation (“NGF”), the United States has approximately 28 million on-course golfers and 19 million off-course participants, representing sustained participation at or near historic highs. Globally, on-course participation is estimated at approximately 64 million golfers. The over-40 age demographic, which is the Company’s core customer profile, remains the highest-spending segment of the equipment market based on NGF demographic analyses. Third-party research from Grand View Research and Fact.MR estimates the global golf-equipment market at approximately $7 to $9 billion and growing at roughly a 5% compound annual rate through 2030, with the United States accounting for nearly half of global equipment spend.
In addition, golfer engagement channels continue to expand. NGF reports that a growing percentage of committed golfers now utilize professional club fitters, and national fitting networks including Club Champion, GolfTec, 2nd Swing, and True Spec have expanded nationwide, increasing access to environments where golfers evaluate components such as shafts on a performance basis. Off-course golf has also grown significantly, with NGF reporting that off-course participants now nearly equal on-course golfers. Industry researchers, including Golf Datatech, have observed increased adoption of launch monitors and indoor golf simulators across commercial facilities, fitting bays, and home environments. These trends support year-round equipment evaluation, including in colder climates where traditional outdoor golf is seasonal, and may extend the periods during which golfers research, test, and purchase equipment.
Regulatory developments may further contribute to equipment evaluation cycles. The USGA and R&A have adopted updated golf-ball testing standards that become effective in 2028 for professionals and 2030 for amateurs. While the impact on consumer behavior is uncertain, these updates may lead golfers to reassess equipment needs, including shaft performance characteristics aligned with desired launch and distance outcomes.
Altogether, our expanding product-development roadmap, increasing engagement from retailers, professional club fitters, and OEMs, and the supportive participation and technological trends across the golf industry provide a constructive context for evaluating our long-term opportunity. While future performance will depend on our execution across product innovation, marketing, and distribution strategies, we believe we are well positioned within these industry tailwinds and remain focused on leveraging these developments to drive long-term value.
| 2 |
Results of Operations
Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024
The following is a comparison of our results of operations for the three months ending September 30, 2025 and 2024 (amounts rounded to the nearest thousand):
Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Change | ||||||||||
| Net Sales | $ | 2,582,000 | $ | 1,211,000 | $ | 1,371,000 | ||||||
| Cost of goods sold | 848,000 | 406,000 | 442,000 | |||||||||
| Gross profit | 1,734,000 | 805,000 | 929,000 | |||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 3,056,000 | 1,694,000 | 1,362,000 | |||||||||
| Research and development | 182,000 | 201,000 | (19,000 | ) | ||||||||
| Total operating expenses | 3,238,000 | 1,895,000 | 1,343,000 | |||||||||
| Loss from operations | (1,504,000 | ) | (1,090,000 | ) | (414,000 | ) | ||||||
| Interest income, net | 20,000 | 30,000 | (10,000 | ) | ||||||||
| Change in fair value of warrant liabilities | (96,000 | ) | - | (96,000 | ) | |||||||
| Net Loss | $ | (1,580,000 | ) | $ | (1,060,000 | ) | $ | (520,000 | ) | |||
Net Sales
Our net sales increased $1,371,000, or 113%, to $2,582,000 during the three months ending September 30, 2025, compared to $1,211,000 during the three months ending September 30, 2024. The increase in net sales was from the continued adoption of our Newton Motion driver shaft product line, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. For the three months ending September 30, 2025, we generated $2,553,000 of net sales from Newton Motion shafts, and we generated approximately 95% of our net sales through our websites.
Cost of goods sold
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $442,000, or 109%, to $848,000 for the three months ending September 30, 2025, compared to $406,000 for the three months ending September 30, 2024 due to our increase in net sales. Our gross margin was 67% and 66% for the three months ending September 30, 2025 and 2024, respectively. The increase in gross margin was due to the change in product mix sold, and additional volume lowering our per unit cost as compared to the prior year period.
Operating expenses
Operating expenses include selling, general and administrative expenses, and research and development costs.
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased approximately $1,362,000, or 80% to $3,056,000 during the three months ending September 30, 2025, compared to $1,694,000 during the three months ending September 30, 2024. The increase in selling, general and administrative expense primarily reflects higher sales, marketing, and employee-related costs to support expanding demand and brand-building efforts. The increase also includes additional public-company costs and higher professional service expenses, including consulting and system-integration work related to the optimization of our enterprise systems, such as NetSuite, AfterShip, demand-planning tools, and related connectors intended to improve operational efficiency and support scalability. We also incurred higher professional and advisory fees associated with supporting the Company’s growth initiatives and overall operating infrastructure as compared to the prior-year period.
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses decreased $19,000, or 9% to $182,000 during the three months ending September 30, 2025, compared to $201,000 during the three months ending September 30, 2024. These costs reflect ongoing investment in product innovation as we continue to enhance and broaden our technology-driven product portfolio.
| 3 |
Interest income, net
Net interest income for the three months ending September 30, 2025 was $20,000, compared to $30,000 for the three months ending September 30, 2024. The decrease was primarily due to lower interest earned on bank balances during the current period.
Loss from operations
Loss from operations increased to $1.5 million for the three months ending September 30, 2025, compared to $1.1 million for the three months ending September 30, 2024. The increase in our loss from operations was primarily driven by an increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Change in Fair Value of Warrant Liability
The change in fair value of warrant liability was due to an increase in the Series A Warrants of $18,000 and Series B Warrants of $78,000, for a total increase in fair value of $96,000.
Net loss
Net loss increased $520,000, or 49% to $1,580,000 during the three months ending September 30, 2025, compared to $1,060,000 for the three months ending September 30, 2024. The increase in our net loss was primarily driven by an increase in selling, general, and administrative expenses, partially offset by an increase in gross profit.
Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
The following is a comparison of our results of operations for the nine months ending September 30, 2025 and 2024 (amounts are rounded to the nearest thousand):
|
Nine Months Ended September 30, 2025 |
Nine Months Ended September 30, 2024 |
Change | ||||||||||
| Net Sales | $ | 5,860,000 | $ | 2,374,000 | $ | 3,486,000 | ||||||
| Cost of goods sold | 1,875,000 | 874,000 | 1,001,000 | |||||||||
| Gross profit | 3,985,000 | 1,500,000 | 2,485,000 | |||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 8,360,000 | 4,449,000 | 3,911,000 | |||||||||
| Research and development | 607,000 | 598,000 | 9,000 | |||||||||
| Total operating expenses | 8,967,000 | 5,047,000 | 3,920,000 | |||||||||
| Loss from operations | (4,982,000 | ) | (3,547,000 | ) | (1,435,000 | ) | ||||||
| Interest income, net | 94,000 | 139,000 | (45,000 | ) | ||||||||
| Change in fair value of warrant liabilities | 1,263,000 | - | 1,263,000 | |||||||||
| Net Loss | $ | (3,625,000 | ) | $ | (3,408,000 | ) | $ | (217,000 | ) | |||
| 4 |
Net Sales
Our net sales increased $3,486,000, or 147%, to $5,860,000 for the nine months ending September 30, 2025, compared to $2,374,000 for the nine months ending September 30, 2024. The increase in net sales was primarily from the continued adoption of our Newton Motion driver shaft product line in November 2023, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. We generated $5,754,000 of net sales from Newton Motion shafts, and we generated approximately 93% of our net sales through our websites.
Cost of goods sold
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $1,001,000, or 115% to $1,875,000 for the nine months ending September 30, 2025, compared to $874,000 for the nine months ending September 30, 2024, primarily due to our increase in net sales. Our gross margin was 68% and 63% for the nine months ending September 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to the change in product mix sold and additional volume lowering our per unit cost as compared to the prior year period
Operating expenses
Operating expenses include selling, general and administrative expenses, and research and development costs.
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased $3,911,000, or 88%, to $8,360,000 for the nine months ending September 30, 2025, compared to $4,449,000 for the nine months ending September 30, 2024. The increase in selling, general and administrative expense primarily reflects higher sales, marketing, and employee-related costs to support expanding demand and brand-building efforts. The period also reflects higher public-company operating costs, including legal expenses related to the special stockholder meeting and Series B Warrant exercises, increased accounting and audit fees associated with warrant valuation and accounting requirements, transfer agent costs in connection with the exercise of Series B Warrants, and proxy solicitation costs associated with the special stockholder meeting. In addition, the increase includes professional service costs associated with our enterprise systems, including NetSuite, AfterShip, demand-planning tools, and related connectors intended to improve operational efficiency and support scalability.
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses increased $9,000 to $607,000, or 2% during the nine months ending September 30, 2025, compared to $598,000 during the nine months ending September 30, 2024. These costs reflect ongoing investment in product innovation as we continue to enhance and broaden our technology-driven product portfolio.
Loss from operations
Loss from operations increased $1,435,000, or 40%, to $4,982,000 for the nine months ending September 30, 2025, compared to $3,547,000 for the nine months ending September 30, 2024. The increase in our loss from operations was primarily driven by the increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Interest income, net
Net interest income for the nine months ending September 30, 2025 was $94,000, compared to $139,000 for the nine months ending September 30,2024. The decrease was primarily due to lower interest earned on bank balances during the current period.
Change in Fair Value of Warrant Liability
The change in fair value of warrant liability was due to a reduction in the fair value of the Series A Warrants of $1,399,000, partially offset by an increase in the fair value of the remaining Series B Warrants of $136,000, for a total decrease in fair value of $1,263,000.
Net loss
Net loss increased $217,000 to $3,625,000, or 6% for the nine months ending September 30, 2025, compared to a $3,408,000 net loss for the nine months ending September 30, 2024. The increase in net loss was primarily due to an increase in selling, general, and administrative expenses, partially offset by an increase in gross profit.
| 5 |
Liquidity and Capital Resources
The following table summarizes our cash flows for the periods indicated (amounts are rounded to nearest thousands):
|
Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (4,101,000 | ) | $ | (3,431,000 | ) | ||
| Investing activities | (384,000 | ) | (463,000 | ) | ||||
| Financing activities | (616,000 | ) | (131,000 | ) | ||||
| Net decrease in cash | $ | (5,101,000 | ) | $ | (4,025,000 | ) | ||
Operating Activities
Net cash used in operating activities for the nine months ending September 30, 2025 totaled $4,101,000, compared to net cash used in operating activities for the nine months ending September 30, 2024 of $3,431,000. The increase in net cash used in operations was primarily attributable to higher legal, accounting, and professional service expenses associated with a special stockholder meeting and the Series B Warrant exercises, as well as increased public company compliance costs, partially offset by higher gross margin during the period.
Investing Activities
Net cash used in investing activities for the nine months ending September 30, 2025 totaled $384,000 for the purchase of property and equipment. Net cash used in investing activities for the nine months ending September 30, 2024 totaled $463,000, and was for the purchase of software licensing and property and equipment.
Financing Activities
Net cash used in financing activities for the nine months ending September 30, 2025 totaled $616,000, and consisted of a stock repurchase of $500,000, deferred offering costs of $35,000 related to the Company’s ATM filing, and repayment of a software licensing obligation of $32,000. Net cash provided by financing activities for the nine months ending September 30, 2024 totaled $131,000 and related to repayment of a software licensing obligation.
Going Concern and Liquidity
The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As reflected in these condensed financial statements, during the nine months ending September 30, 2025, the Company incurred a net loss of $3,625,000 and used cash in operations of $4,101,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed financial statements are issued. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As of September 30, 2025, the Company had cash and cash equivalents of $2,549,000 and expects its available cash to fund operations for at least the next five months.
The Company’s ability to continue as a going concern is dependent upon obtaining additional debt or equity financing to fund operations until positive cash flow can be generated. No assurance can be given that the Company will be able to secure such financing, or, if available, that it will be on terms acceptable to the Company. Any debt financing may impose restrictive covenants on operations, while equity financing may result in significant dilution to stockholders. Strategic or licensing arrangements, if pursued, may also include terms that are unfavorable to the Company.
On October 24, 2024, we entered into the ATM Offering Agreement, as sales agent, permitting the Company to offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $10.0 million pursuant to our effective shelf registration statement on Form S-3. The ATM provides a potential source of liquidity; however, the amount of capital we can raise under the program will depend on market conditions and investor demand.
Off-Balance Sheet Arrangements
At September 30, 2025 and December 31, 2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our discussion and analysis of our results of operations, financial condition and liquidity are based upon our condensed financial statements, which have been prepared and audited in accordance with GAAP. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions. On an ongoing basis, we review our estimates to ensure that the estimates appropriately reflect changes in our business and new information as it becomes available.
Management believes the critical accounting estimates discussed below affect its more significant estimates and assumptions used in the preparation of its condensed financial statements.
| 6 |
Revenue Recognition
We account for revenue recognition in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers.
The amount of revenue we recognize is based on the amount of consideration we expect to receive from customers. The amount of consideration is the sales price adjusted for estimates of variable consideration, including sales returns, discounts and allowances as well as sales programs, sales promotions and price concessions that we offer, as described further below. These estimates are based on amounts earned or expected to be claimed by customers on the related sales, and are therefore recorded to the respective net sales, trade accounts receivable, and sales program liability accounts.
We may offer short-term sales program incentives, which include sell-through promotions and price concessions or price reductions. Sell-through promotions are generally offered throughout a product’s life cycle, which varies from two to three years but could be shorter or longer. Price concessions or price reductions are generally offered at the end of the product’s life cycle. The estimated variable consideration related to these potential programs will be based on a rate that includes historical and forecasted data. We may record a reduction to net sales using this rate at the time of the sale. We will monitor this rate against actual results and forecasted estimates and adjusts the rate as necessary in order to reflect the amount of consideration we expect to receive from our customers.
We also may record an estimate for anticipated returns as a reduction of sales and cost of sales, and accounts receivable in the period that the related sales are recorded. The cost recovery of inventory associated with this reserve will be accounted for in other current assets. Sales returns will be estimated based upon historical returns, current economic trends, changes in customer demands and sell-through of products. We also may offer certain customers sales programs that would allow for specific returns. We may record a return reserve for anticipated returns related to these sales programs at the time of the sale based on the terms of the sales program.
Stock-Based Compensation
The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation, whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on a straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its condensed statements of operations with classification depending on the nature of the services rendered.
The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company through August 14, 2023, and lacks company-specific historical and implied volatility information. Therefore, through December 31, 2024 it estimated its expected stock volatility based on the greater of the historical volatility of a publicly traded set of peer companies within the consumer products industry with characteristics similar to the Company or the Company’s volatility since going public. Beginning on January 1, 2025, the Company began to use its own historical volatility.
The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Warrant Liabilities
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the FASB in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
| 7 |
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to Condensed Financial Statements for a discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
A smaller reporting company is not required to provide the information required by this Item 3.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms because of the material weaknesses in internal control over financing reporting disclosed below.
Material Weakness in Internal Control over Financial Reporting
We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified: (i) the Company had inadequate segregation of duties consistent with control objectives; (ii) an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience, and (iii) ineffective controls over its financial statement close and reporting process. Specifically, the Company lacked sufficient preparation and review procedures for disclosures accompanying the financial statements and did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved.
We are actively working to remediate the deficiencies and material weaknesses, including leadership changes made during 2025. The Chief Financial Officer hired in January 2025 departed in June 2025, at which time a new Chief Financial Officer joined the Company. We also terminated our former Accounting Controller in August 2025 and are in the process of onboarding a new Accounting Controller. In July 2025, we hired a top 10 audit and accounting firm to assess our internal control environment, with a focus on access controls, order-to-cash processes, inventory management, return processing, and NetSuite optimization. Based on their assessment, we retained the firm under defined statements of work to implement improvements designed to strengthen the reliability, efficiency, and compliance of our financial reporting framework.
Work also have begun on implementing and documenting policies, procedures, and internal controls. We have begun strengthening our internal control environment through a collaborative process workflow and expect to take additional actions to remediate the deficiencies and address material weaknesses. In addition, as we continue to evaluate, remediate and improve our internal control over financial reporting, executive management may elect to implement additional measures to address control deficiencies or may determine that the remediation efforts described above require modification. Executive management, in consultation with our Audit Committee, will continue to assess the control environment and the Company’s remediation efforts to address the underlying material weaknesses.
We are unable, at this time, to estimate how long it will take to complete the remediation of our material weaknesses, and our efforts may not be successful.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes to our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
| 8 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
As a result of entering into the ATM Offering Agreement, the Company breached the right of first refusal provision in that certain underwriting agreement between Aegis and the Company, dated December 12, 2024. The Company is in negotiations with Aegis to resolve this matter; however, the ultimate outcome cannot be presently determined.
There are no other legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.
Item 1A. Risk Factors
There have been no material changes from our risk factors as previously reported in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. All forward-looking statements in this document are based on information available to us as of the date hereof, and we assume no obligations to update any such forward-looking statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 31, 2025, the Board of Directors authorized the Chief Executive Officer to repurchase, from time to time, on the open market or otherwise, shares of common stock in such quantities, at such prices, in such manner and on such terms and conditions as he determines are in the best interests of the Company; provided, however, that the aggregate value of shares of common stock repurchased shall not exceed $1,000,000 and no shares of common stock shall be repurchased after 12 months. Pursuant to this approval, the Company repurchased a total of 200,400 shares of its common stock in 13 separate open market transactions during the month of April 2025, for an aggregate purchase price of approximately $500,000. The repurchases were funded using available cash on hand. These transactions were not conducted under a formal share repurchase program and were solely authorized as a one-time action by the Board.
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs | |||||||||||||
| July 1, 2025 to July 31,2025 | - | $ | - | - | $ | 500,000 | ||||||||||
| August 1,2025 to August 31,2025 | - | $ | - | - | $ | 500,000 | ||||||||||
| September 1,2025 to September 30,2025 | - | $ | - | - | $ | 500,000 | ||||||||||
| Total | 200,400 | $ | 2.49 | 200,400 | $ | 500,000 | ||||||||||
During the nine months ended September 30, 2025, the Company issued 120,000 restricted stock units to vendors for services rendered and to be rendered with a fair value of $192,000. The restricted stock units were valued based on the market value of the Company’s common stock price on the grant date and will be amortized over their vesting term that varies between grant date and six months. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
On July 1, 2025 the Company issued 40,000 restricted stock units to vendors for services rendered and to be rendered with a fair value of $58,000. The restricted stock units were valued based on the market value of the Company’s common stock price on the grant date and will be amortized over their vesting term of four months. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
On July 15, 2025 the Company issued 40,000 restricted stock units to vendors for services rendered and to be rendered with a fair value of $56,000. The restricted stock units were valued based on the market value of the Company’s common stock price on the grant date and will be amortized over their vesting term of six months. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
On September 23, 2025 the Company issued 40,000 restricted stock units to vendors for services rendered with a fair value of $78,000. The restricted stock units were valued based on the market value of the Company’s common stock price on the grant date and expensed on grant date. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
| 9 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
Item 6. Exhibits
The following exhibits are filed herewith as a part of this report.
* Filed herewith
| 10 |
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 thereunto duly authorized.
| NEWTON GOLF COMPANY, INC. | ||
| Date: November 13, 2025 | By: | /s/ Greg Campbell |
| Executive Chairman and Chief Executive Officer, (Duly Authorized Officer and Principal Executive Officer) | ||
| Date: November 13, 2025 | By: | /s/ Jeff Clayborne |
| Jeff Clayborne | ||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| 11 |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Campbell, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Newton Golf Company, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2025 | /s/ Greg Campbell |
| Greg Campbell | |
| Executive Chairman and Chief Executive Officer | |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff Clayborne, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Newton Golf Company, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2025 | /s/ Jeff Clayborne |
| Jeff Clayborne | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Newton Golf Company, Inc., a Delaware corporation (the “Company”) for the period ended September 30, 2025 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), Greg Campbell, Executive Chairman and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| NEWTON GOLF COMPANY, INC. | ||
| Date: November 13, 2025 | By: | /s/ Greg Campbell |
| Greg Campbell | ||
| Executive Chairman and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Newton Golf Company, Inc. a Delaware corporation (the “Company”) for the period ended September 30, 2025 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), Jeff Clayborne, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| NEWTON GOLF COMPANY, INC. | ||
| Date: November 13, 2025 | By: | /s/ Jeff Clayborne |
| Jeff Clayborne | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||