Newton Golf Company, Inc S-1/A, filed Dec 9, 2022

Newton Golf Company, Inc. (NWTG)

S-1/A 2022-12-09

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Added on October 16, 2026

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Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
						Emerging growth company ☒

	●	Public Offering Prospectus. A prospectus to be used for the initial public offering of 4,444,444 Shares of the Registrant (the “Public Offering Prospectus”) through the underwriters named in the Underwriting section of the Public Offering Prospectus.

	●	Resale Prospectus. A prospectus to be used for the potential resale by a certain selling shareholder (the “Non-IPO Selling Shareholder”) of up to 748,481 Shares of the Registrant (the “Resale Prospectus”).

	●	they contain different front covers;

	●	all references in the Public Offering Prospectus to “this offering” will be changed to “the IPO,” defined as the underwritten initial public offering of our Common Stock, in the Resale Prospectus;

	●	all references in the Public Offering Prospectus to “underwriters” will be changed to “underwriters of the IPO” in the Resale Prospectus;

	●	they contain different “Use of Proceeds” sections;

	●	they contain different “Summary — The Offering” sections;

	●	the section “Shares Eligible For Future Sale — Existing Shareholder Resale Prospectus” from the Public Offering Prospectus is deleted from the Resale Prospectus;

	●	the “Underwriting” section from the Public Offering Prospectus is deleted from the Resale Prospectus and a “Plan of Distribution” section is inserted in its place;

	●	the “Legal Matters” section in the Resale Prospectus deletes the reference to counsel for the underwriters; and

	●	they contain different back covers.

		Per Share		Total
Price to the public	$		$
Underwriting discounts and commissions	$		$
Proceeds to us (before expenses)⁽¹⁾	$		$

		Page
PROSPECTUS SUMMARY		5
RISK FACTORS		11
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		30
INDUSTRY AND MARKET DATA		31
USE OF PROCEEDS		31
CAPITALIZATION		33
DILUTION		34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		35
BUSINESS		45
MANAGEMENT		51
EXECUTIVE AND DIRECTOR COMPENSATION		57
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		58
PRINCIPAL STOCKHOLDERS		59
DESCRIPTION OF CAPITAL STOCK		60
DESCRIPTION OF SECURITIES WE ARE OFFERING		62
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK AND WARRANTS		63
UNDERWRITING		66
LEGAL MATTERS		72
EXPERTS		72
WHERE YOU CAN FIND MORE INFORMATION		72
INDEX TO FINANCIAL STATEMENTS		F-1

	●	A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect our sales.
	●	We may face increased labor costs or labor shortages that could slow growth and adversely affect our business, results of operations and financial condition.
	●	COVID-19, its variants, and related governmental restrictions have had, and may continue to have, a material and adverse effect on our business, financial condition, results of operations, supply and distribution chains and ability to manage our operations.
	●	Unfavorable economic conditions, as a result of new COVID-19 or variant outbreaks, inflation, global political unrest such as the conflict in Ukraine, or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our results of operations, financial condition and cash flows.
	●	A severe or prolonged economic downturn could adversely affect our customers’ financial condition, their levels of business activity and their ability to pay trade obligations.
	●	We face intense competition in each of our markets, and if we are unable to compete effectively, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects.
	●	Our planned expansion into the golf apparel business, Asia investments, product launches, and newly opened shaft operations are new or unproven business ventures and all are subject to various risks and uncertainties, and our growth and strategic plans may not be fully realized.

	●	Our shafts growth strategy depends in part on our ability to get product into retail locations in existing and new markets and failure to succeed on this strategy may lead to our inability to reach sales growth goals.
	●	We may be unable to successfully manage the frequent introduction of new products that satisfy changing consumer preferences.
	●	Our business depends on building strong brands and performance enhancing equipment, and if we are unable to maintain and enhance our brands or build a strong reputation, including as a result of negative publicity or actions and successes by our ambassadors, our sales may be adversely affected.
	●	Our business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and stock price.
	●	Our sales and business could be materially and adversely affected if our ambassadors, professional athletes, celebrities and other endorsers do not endorse or use our products.
	●	Any significant changes in U.S. trade or other policies that restrict, or block imports or increase import tariffs could have a material adverse effect on our results of operations.
	●	Our independent auditor has expressed substantial doubt about our ability to continue as a going concern.

	●	We will have significant international exposure and therefore are exposed to risks associated with doing business globally.
	●	Any difficulties from strategic acquisitions, opening of new manufacturing or retail facilities, or businesses that we pursue or consummate, could adversely affect our business, financial condition and results of operations.
	●	If we inaccurately forecast demand for our products, we may manufacture either insufficient or excess quantities, which, in either case, could adversely affect our financial performance.
	●	Our planned expansion of international operations could be harmed if we fail to successfully transition our business processes on a global scale.
	●	We may be subject to product warranty claims that require the replacement or repair of products sold. Such warranty claims could adversely affect our results of operations and relationships with its customers.
	●	Failure to adequately enforce our intellectual property rights could adversely affect our reputation and sales.
	●	Cyber-attacks, unauthorized access to, or accidental disclosure of, consumer personally-identifiable information that we collect may result in significant expense and negatively impact our reputation and business.

	●	Regulations related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.
	●	Changes in, or any failure to comply with, data privacy laws, regulations, and standards may adversely affect our business.

	●	An active trading market for our Common Stock may not be established or, if established, may not continue and the trading price for our Common Stock may fluctuate significantly.
	●	We may not maintain the listing of our Common Stock on the Nasdaq which could limit investors’ ability to make transactions in our Common Stock and subject us to additional trading restrictions.
	●	Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Common Stock for a return on your investment.
	●	Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.
	●	If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Common Stock, the market price for our Common Stock and trading volume could decline.

	●	Changes in tax law and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
	●	Our ability to utilize all or a portion of our U.S. deferred tax assets may be subject to limitations.
	●	Our obligations and certain financial covenants contained under our existing credit facilities expose us to risks that could materially and adversely affect our liquidity, business, operating results, financial condition and limit our flexibility in operating its business.

Common stock outstanding prior to this offering		14,378,967 shares

Common stock to be outstanding immediately after this offering		19,571,893 shares

Use of proceeds		We estimate that the net proceeds from this offering will be approximately $17.15 million, at an assumed public offering price of $4.50 per share, after deducting the underwriting discounts and commissions, the non-accountable expense allowance payable to the underwriters, and estimated offering expenses payable by us. We intend to use approximately $6.5 million for new opportunities and expansion into Asia; approximately $3.8 million to fund marketing and professional tour related expenses; approximately $2.28 million for working capital, to be used to add staff, including but not limited to sales/technical, engineering, factory, quality control, and administrative staff; approximately $1.25 million for increased inventory; approximately $1.0 million for manufacturing facilities and related capital equipment; approximately $890,000 for accrued compensation owed to executives; approximately $530,000 for related party loans; approximately $350,000 for notes payable; approximately $300,000 for legal, accounting, general and administrative expenses; and approximately $250,000 for new product development. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.

Lock-up agreements		Our directors, officers, and holders of more than 5% of the Company’s outstanding shares have agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for a period of twelve (12) months after the date of this prospectus. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

Risk factors		See “Risk Factors” on page 11 and other information included in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed Nasdaq Capital Market symbol		SPGC

	●	2,961,039 shares of common stock reserved for issuance upon the exercise of outstanding options at a weighted average exercise price of $1.33 per share, as well as any future increases in the number of shares of our common stock reserved for issuance under our equity incentive plan.

	●	748,481 shares of common stock subject to possible redemption.

	Nine Months Ended September 30,						Year Ended December 31,
	2022			2021			2021			2020
	(unaudited)			(unaudited)
Statement of Operations Data:
Net sales	$	157,000		$	152,000		$	200,000		$	182,000
Cost of goods sold		70,000			119,000			116,000			41,000
Operating expenses		2,472,000			237,000			378,000			614,000
Loss on extinguishment of debt		(574,000	)		-			-			-
Interest		(23,000	)		(6,000	)		(8,000	)		(6,000	)
Net loss	$	(2,982,000	)	$	(210,000	)	$	(302,000	)	$	(479,000	)
Net loss per share, basic and diluted	$	(0.22	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Weighted-average shares used in computing net loss per share, basic and diluted		13,748,276			12,227,374			12,227,374			12,227,374

	September 30, 2022			December 31, 2021
	(unaudited)
Balance Sheet Data:
Cash and restricted cash	$	145,000		$	184,000
Total current assets	$	278,000		$	259,000
Total assets	$	666,000		$	263,000
Total current liabilities	$	1,634,000		$	800,000
Long-term debt, net of current portion	$	10,000		$	900,000
Total liabilities	$	1,644,000		$	1,700,000
Common stock subject to possible redemption (748,481 shares at redemption price of $1.43)	$	420,000		$	-
Total stockholders’ deficit	$	(1,398,000	)	$	(1,437,000	)

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to continue as a going concern;

	●	our need to raise substantial additional capital to fund our operations;

	●	our ability to obtain the necessary regulatory approvals to market and commercialize our products and planned future products;

	●	the ultimate impact of the current coronavirus pandemic, or any other health epidemic, on our business, our customers, our competitors, healthcare systems or the global economy as a whole;

	●	the results of market research conducted by us or others;

	●	our ability to obtain and maintain intellectual property protection for our products and any planned future products;

	●	the possibility that a third party may claim we or our third-party licensors have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against claims against us;

	●	our reliance on third-party suppliers;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

	●	our ability to operate our facility effectively and manufacture products; and

	●	the successful development of our commercialization capabilities, including sales and marketing capabilities.

	●	on an actual basis;

	●	on a pro forma as adjusted basis to give further effect to our issuance and sale of shares of our Common Stock in this offering at an assumed initial public offering price of $4.50 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and therefore providing net proceeds of approximately $17.15 million.

	As of September 30, 2022
	Unaudited,			Unaudited, Pro			Unaudited, Pro Forma as
	Actual			Forma			Adjusted

Cash and Cash Equivalents	$	145,000			250,000	⁽¹⁾		15,778,000
Accrued payroll to officers		888,000			-			-
Loans payable – related parties		525,000			-			-
Loans payable		104,000			250,000	⁽¹⁾		-

Common stock subject to possible redemption (748,481 shares at redemption price of $1.43)		420,000			(420,000	)⁽²⁾		-

Stockholders’ (Deficiency) Equity
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, no shares issued and outstanding, actual;		-			-			-
Common stock, $0.01 par value per share: 45,000,000 shares authorized, 14,378,967 shares issued and outstanding, actual and 15,127,448 shares pro forma, and 19,571,893 shares pro forma as adjusted;		144,000			7,000	⁽²⁾		195,000
Additional paid in capital		3,627,000			413,000	⁽²⁾		21,146,000
Accumulated deficit		(5,169,000	)		-			(5,169,000	)
Total stockholders’ (deficiency) equity		(1,398,000	)		-			16,172,000
Total liabilities and shareholders’ equity (deficiency)	$	666,000			-			16,299,000

	(1)	On November 9, 2022, the Company entered into a promissory note (“Note”) for $250,000. The Company promises to pay to the order of Lender the sum of two hundred fifty thousand dollars ($250,000), together with a single payment of 10% of the total loan within 90 days of the loan, plus a 20% per annum on the balance if it is not paid within 90 days of the loan. The full balance of this Note is due and payable in one lump sum payment on the earlier to occur of: (a) 90 days from receipt of funds, (b) the one-year anniversary of this Note or (c) no more than 15 days following the receipt by Borrower of the proceeds from the anticipated initial public offering of Borrower’s common stock. Notwithstanding anything to the contrary herein and regardless of when the Note is repaid in full, the minimum interest payment due to Lender shall be $25,000.

	(2)	Redemption contingency of an initial public offering is cured, and balance reclassified to equity.

Assumed initial public offering price per unit				$	4.50
Historical net tangible book value per share as of September 30, 2022	$	(0.10	)
Increase in net tangible book value per share attributable to investors participating in this offering	$	0.93
As adjusted net tangible book value per share immediately after this offering				$	0.83
Dilution in net tangible book value per share to new investors participating in this offering				$	3.67

	For the Nine Months Ended									Percentage
	September 30,									Change
	2022			2021			Change			Inc. (Dec.)
	(unaudited)			(unaudited)

Net Sales	$	157,000		$	152,000		$	5,000			4	%
Cost of goods sold		70,000			119,000			(49,000	)		-41	%
Gross profit		87,000			33,000			54,000			164	%

Operating expenses
Selling, general and administrative expenses		2,429,000			202,000			2,227,000			1,102	%
Research and development expense		43,000			35,000			8,000			23	%
Total operating expenses		2,472,000			237,000			2,235,000			943	%

Loss from operations		(2,385,000	)		(204,000	)		(2,181,000	)		1,069	%

Loss on extinguishment of debt		(574,000	)		-			(574,000	)		100	%
Interest expense		(23,000	)		(6,000	)		(17,000	)		283	%
Net loss	$	(2,982,000	)	$	(210,000	)	$	(2,772,000	)		1,320	%

	Year Ended December 31, 2021			Year Ended December 31, 2020			% Change

Net Sales	$	200,000		$	182,000			10	%
Cost of goods sold		116,000			41,000			183	%
Gross profit		84,000			141,000			-40	%

Operating expenses:
Selling, general and administrative		359,000			601,000			-40	%
Research and development		19,000			13,000			46	%
Total operating expenses		378,000			614,000			-38	%

Loss from operations		(294,000	)		(473,000	)		-38	%

Interest expense		(8,000	)		(6,000	)		33	%

Net loss	$	(302,000	)	$	(479,000	)		-37	%

	September 30, 2022		December 31, 2021

Line of credit to related party – Akinobu Yorihiro (a)	$	66,000	$	66,000
Line of credit to related party – Tim Triplett (b)		76,000		75,000
Line of credit to related party – GML Holdings (c)		150,000		148,000
Line of credit to related party – NXV (d)		19,000		19,000
Secured promissory note to related party – Michael Keller (e)		214,000		-
Total	$	525,000	$	308,000

	(a)	On April 1, 2019, the Company entered into a Line of Credit Agreement with Akinobu Yorihiro. Akinobu Yorihiro is a co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $100,000. Advances under this line of credit are unsecured and bear interest at the rate of 2.00 percent per annum. The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000; the Company’s insolvency; appointment of a receiver for all or a part of the Company’s assets; the assignment by the Company for the benefit of creditors; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company. At September 30, 2022 and December 31, 2021, outstanding principal and accrued interest totaled $66,000 and $66,000, respectively.

	(b)	On April 1, 2019, the Company entered into a Line of Credit Agreement with Tim Triplett. Tim Triplett is co-founder, Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $100,000. Advances under this line of credit are unsecured and bear interest at the rate of 2.00 percent per annum. The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000; the Company’s insolvency; appointment of a receiver for all or a part of the Company’s assets; the assignment by the Company for the benefit of creditors; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company. At September 30, 2022 and December 31, 2021, outstanding principal and accrued interest totaled $76,000 and $75,000, respectively.

	(c)	On August 1, 2018, the Company entered into a Line of Credit Agreement with GML Holdings. GML Holdings is owned by Akinobu Yorihiro, co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $250,000. Advances under this line of credit are unsecured and bear interest at the rate of 2.00 percent per annum. The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000; the Company’s insolvency; appointment of a receiver for all or a part of the Company’s assets; the assignment by the Company for the benefit of creditors; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company. At September 30, 2022 and December 31, 2021, outstanding principal and accrued interest totaled $150,000 and $148,000, respectively.

	(d)	On March 1, 2018, the Company entered into a Line of Credit Agreement with NXV. NXV is owned by Akinobu Yorihiro, co-founder, Director and Chief Technology Officer, and Chief Legal Officer of the Company, and Tim Triplett, co-founder, Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $40,000. Advances under this line of credit bear interest at the rate of 2.00 percent per annum. The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000; the Company’s insolvency; appointment of a receiver for all or a part of the Company’s assets; the assignment by the Company for the benefit of creditors; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company. At September 30, 2022 and December 31, 2021, outstanding principal and accrued interest totaled $19,000 and $19,000, respectively.

	(e)	On May 23, 2022, the Company entered into a secured promissory note (“Note”) with Michael Keller, the Company’s Chief Financial Officer, in the principal amount of $200,000, which bears interest at the rate of twenty (20) percent per annum. The full balance of the Note, including accrued interest, is due and payable in one lump sum payment on the earlier to occur of: (a) the one year anniversary of the Note or (b) 15th day following the receipt by the Company of the proceeds from the anticipated initial public offering of the Company’s common stock. The Note is secured by all inventory of the Company, which shall transfer to the possession and ownership of the lender immediately if the Company defaults on its repayment obligations. At September 30, 2022, outstanding principal and accrued interest totaled $214,000.

	Nine Months Ended September 30,						Years Ended December 31,
	2022			2021			2021			2020
	(unaudited)			(unaudited)
Net cash provided by (used in):
Operating activities	$	(575,000	)	$	(108,000	)	$	(171,000	)	$	(228,000	)
Investing activities		(75,000	)		-			-			-
Financing activities		611,000			177,000			255,000			316,000
Net increase (decrease) in cash	$	(39,000	)	$	69,000		$	84,000		$	88,000

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and pay ratio; and

	●	disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

	●	US D874589 S (Series 18 design patent)
	●	US D874592 S (Series 54 design patent)
	●	US D867494 S (Series 39 design patent)
	●	US 11,123,614 B2 (Magnesium Golf Clubhead Insert)
	●	Ultra Low Balance Point Utility Patent:

	○	US 8,608,586
	○	Australia Patent No. 2012/301755
	○	Canada Patent No. 2,846,882
	○	China Patent App No. 2012/80042114.1
	○	European Patent App. No. 128287695
	○	Japan Patent No. 2014-528632
	○	South Korea Patent No. 2014-7008689
	○	South Africa Patent No. 2014/02273

	●	USPTO Reg. No. 5,783,037 (Veni Vidi Vici)
	●	USPTO Reg No. 5,822,719 (Sacks Parente)
	●	South Korea Reg. No. 40-1820381 (Sacks Parente)

	●	Twitter: https://mobile.twitter.com/sacksparente
	●	Facebook: https://www.facebook.com/sacksparente
	●	LinkedIn: https://www.linkedin.com/company/sacks-parente-golf/
	●	Instagram: https://www.instagram.com/sacksparente/

Putter Model:		Qty:
Series 66		0
Series 39		352
Series 18		204
Series 99		241
Series 54MH 3 Stripe		0
Series 54MH 9 Stripe		32
Series 54MC 3 Stripe		163
Series 54MC 9 Stripe		127
Series 54LH 3 Stripe		72
Series 545LH 9 Stripe		135
Series 54LC 3 Stripe		259
Series 54LC 9 Stripe		122
Series 54MC Black		8
Series 54 Blue Stripe		23
Series 99 Milled Face & Groves		25
Series 99 Smooth Face		24

Head Covers:		Qty:
Blade		660
Midsize Blue		99
Midsize Red		100
Midsize Brown		422
Large		550

Name	Age	Position
Dr. Greg Campbell	60	Chairman - Independent

Brett Hoge	45	Director - Independent

Dottie Pepper	60	Director - Independent

Timothy L. Triplett	65	Chief Executive Officer, Director

Akinobu Yorihiro	53	Chief Technology Officer, Director

Michael Keller	51	Chief Financial Officer

Michael Ferris	65	Chief Strategy & Growth Officer

Angelo Papadourakis	56	Executive Vice President Sales & Distribution

	●	Callaway S2H2 system

	●	CNC milled putters

	●	CNC milled metal woods

	●	Third wedge and three wedge sets

	●	Over 30 Utility Patents

Name and Principal Position	Fiscal Year Ended	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		All other compensation ($)		Total ($)
Timothy Triplett – Chief Executive Officer	2021	$	60,000		0		0		0		0	$	60,000
Timothy Triplett – Chief Executive Officer	2020	$	60,000		0		0		0		0	$	60,000
Akinobu Yorihiro – Chief Technology Officer	2021	$	60,000		0		0		0		0	$	60,000
Akinobu Yorihiro – Chief Technology Officer	2020	$	60,000		0		0		0		0	$	60,000