8-K
Newton Golf Company, Inc. (NWTG)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2025
NEWTON
GOLF COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41701 | 82-4938288 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
551Calle San Pablo
Camarillo,CA 93012
(Address of principal executive offices, including ZIP code)
855-774-7888
(Registrant’s telephone number, including area code)
NotApplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> stock, par value $0.01 per share | NWTG | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02. Results of Operations and Financial Condition.
On August 14, 2025, Newton Golf Company, Inc. (the “Company”) issued a press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, announcing its financial results for the quarter ended June 30, 2025.
The information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Current Report on Form 8-K in such a filing.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated August 14, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:<br> August 14, 2025 | NEWTON GOLF COMPANY, INC. | |
|---|---|---|
| By: | /s/ Greg Campbell | |
| Greg<br> Campbell | ||
| Executive<br> Chairman and Chief Executive Officer |
Exhibit99.1
NewtonGolf Company Reports Second Quarter 2025 Financial Results
RevenueClimbs 154% Year-over-Year as Tour Adoption and Product Momentum Accelerate
CAMARILLO,CA, August 14, 2025 – Newton Golf Company (NASDAQ: NWTG) (“Newton Golf” or the “Company”), a technology-forward golf company delivering physics-based performance innovations, today announced financial results for the second quarter ended June 30, 2025.
SecondQuarter and Year-to-Date 2025 Highlights
| ● | Q2<br> 2025: Revenue increased 154% year-over-year to $2.1 million, compared to $813,000 in Q2 2024 |
|---|---|
| ● | First<br> Six Months 2025: Revenue increased 182% year-over-year to $3.3 million, compared to $1.2<br> million in the first half of 2024 |
| --- | --- |
| ● | Q2<br> 2025: Gross profit rose 186% to $1.4 million, up from $489,000 in Q2 2024 |
| --- | --- |
| ● | First<br> Six Months 2025: Gross profit increased 224% to $2.3 million, up from $695,000 in the first<br> half of 2024 |
| --- | --- |
| ● | Q2<br> 2025: Gross margin improved to 67.6%, compared to 60.1% in Q2 2024 |
| --- | --- |
| ● | First<br> Six Months 2025: Gross margin expanded to 68.7%, compared to 59.8% in the first half of 2024 |
| --- | --- |
| ● | Q2<br> 2025: Net loss of $1.5 million, or ($0.34) per share, compared to a net loss of $1.2 million,<br> or ($0.79) per share, in Q2 2024 |
| --- | --- |
| ● | First<br> Six Months 2025: Net loss of $2.1 million, or ($0.74) per share, compared to a net loss of<br> $2.4 million, or ($1.61) per share, in the first half of 2024 |
| --- | --- |
| ● | Cash<br> & Equivalents: $4.0 million as of June 30, 2025 |
| --- | --- |
ManagementCommentary
GregCampbell, CEO:
“Our Q2 results highlight continued progress across multiple channels, with strong performance from our Motionand Fast Motion shafts, growing adoption among tour professionals, and expanding relationships with global distributors. We also increasedour marketing and sales investments this quarter to build on that momentum heading into the second half of the year.”
JeffClayborne, CFO:
“It’s an exciting time to join Newton Golf as we build both financial momentum and market presence.In Q2, we delivered meaningful top-line growth and maintained solid margins, supported by strong product demand and operational efficiency.We remain focused on disciplined execution as we scale, and confident in our ability to drive long-term value for shareholders.”
RecentBusiness Highlights
| ● | Miguel<br> Ángel Jiménez earned his second PGA TOUR Champions victory using the Newton<br> Fast Motion shaft |
|---|---|
| ● | Launched<br> on April 29, 2025, the Newton Fast Motion golf shaft has surged to become a breakout success<br> in just its first months on the market. In May and June alone, 1,817 units generated over<br> $696,000 in gross sales, and momentum only accelerated into Q3 with 2,211 units sold to date,<br> producing more than $786,000 in revenue. This rapid adoption—outpacing even the established<br> Motion line—underscores the Fast Motion’s powerful market appeal, exceptional<br> performance, and the strong demand from golfers seeking the next leap in shaft innovation.<br> Newton’s newest release is not just gaining traction—it’s redefining the<br> speed at which a premium golf shaft can capture market share. |
| --- | --- |
| ● | Newton<br> surpassed 50 professional users across PGA TOUR Champions, LPGA, and Korn Ferry Tours |
| --- | --- |
| ● | Increased<br> production capacity to meet accelerating demand for Motion and Fast Motion shafts |
| --- | --- |
| ● | Experienced<br> significant growth in direct-to-consumer sales through NewtonGolfCo.com |
| --- | --- |
| ● | Expanded<br> distribution and product testing with international fitters and retailers, including new<br> partnerships in Japan |
| --- | --- |
| ● | Newton<br> shaft technology was highlighted by Golf Magazine’s Kris McCormack as one of the most<br> exciting new shaft innovations on the market |
| --- | --- |
2025Revenue Guidance
The Company is raising its full-year 2025 revenue guidance to a range of $7.0 million to $7.5 million, up from the prior range of $6.5 million to $7.0 million issued last quarter, reflecting stronger-than-anticipated demand and continued momentum across key channels.
LookingAhead
“As we move into the second half of 2025, our focus is on scaling operations and deepening product adoption,” added Campbell. “With new products on the horizon and expanded retail partnerships underway, we remain committed to building a differentiated, performance-driven brand.”
ConsolidatedResults of Operations
(Amountsrounded to nearest thousands, except share amounts)
| Three Months Ended<br> <br>June 30, | Six Months Ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Sales | $ | 2,068,000 | $ | 813,000 | $ | 3,278,000 | $ | 1,163,000 | ||||
| Cost of goods sold | 669,000 | 324,000 | 1,027,000 | 468,000 | ||||||||
| Gross profit | 1,399,000 | 489,000 | 2,251,000 | 695,000 | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative expenses | 2,763,000 | 1,484,000 | 5,304,000 | 2,755,000 | ||||||||
| Research and development | 143,000 | 207,000 | 425,000 | 397,000 | ||||||||
| Total operating expenses | 2,906,000 | 1,691,000 | 5,729,000 | 3,152,000 | ||||||||
| Loss from operations | (1,507,000 | ) | (1,202,000 | ) | (3,478,000 | ) | (2,457,000 | ) | ||||
| Interest income, net | 29,000 | 47,000 | 74,000 | 109,000 | ||||||||
| Change in fair value of warrant liabilities | (42,000 | ) | - | 1,359,000 | - | |||||||
| Net loss | $ | (1,520,000 | ) | $ | (1,155,000 | ) | $ | (2,045,000 | ) | $ | (2,348,000 | ) |
| Loss per share – basic and diluted | $ | (0.34 | ) | $ | (0.79 | ) | $ | (0.74 | ) | $ | (1.61 | ) |
| Weighted average number of shares outstanding – basic and diluted | 4,509,619 | 1,459,587 | 2,778,595 | 1,459,587 |
For more information, visit the Company’s investor relations website at www.NewtonGolfIR.com or contact Investor Relationsat ir@newtongolfco.com.
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About NEWTON GOLF
At Newton Golf, we harness the power of physics to revolutionize golf equipment design. Formerly known as Sacks Parente, our rebranding reflects our commitment to innovation inspired by Sir Isaac Newton, the father of physics. By applying Newtonian principles to every aspect of our design process, we create precision-engineered golf equipment—including Newton Motion shafts and Gravity putters—that deliver unmatched stability, control, and performance. Our mission is to empower golfers with scientifically advanced tools that maximize consistency and accuracy, ensuring every swing is backed by the laws of physics.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or the future financial performance of Newton Golf Company (the “Company”) and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the expected benefits of the reverse stock split, the Company’s ability to maintain compliance with Nasdaq listing requirements, the potential for increased institutional investor interest, the Company’s future growth strategy, expansion of its product portfolio, anticipated financial performance, and future business prospects.
These forward-looking statements reflect the Company’s current expectations and projections based on information available as of the date of this release and are subject to a number of risks and uncertainties, including, but not limited to, general economic, financial, and business conditions; changes in consumer demand and industry trends; the Company’s ability to successfully implement its strategic initiatives; competition in the golf equipment market; supply chain disruptions; regulatory compliance and legal proceedings; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
The Company cautions investors that forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
MediaContact:
Beth Gast
BG Public Relations
beth.gast@bgpublicrelations.com
InvestorContact:
Scott McGowan
Investor Brand Network (IBN)
Phone: 310.299.1717
ir@newtongolfco.com