Newton Golf Company, Inc.: Form 10-Q for the period ended Jun 30, 2025

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 Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On January 29, 2025, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock not maintaining a closing bid price of at least $1.00 per share for a period of 30 consecutive business days (the “Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for the typical 180-calendar-day period to regain compliance due to the fact that the Company had effected a reverse stock split within the prior one-year period.

The Company requested a hearing before a Hearings Panel (the “Panel”), as provided in the Nasdaq rules. The hearing request automatically stayed any suspension or delisting action pending the hearing. On March 11, 2025, the hearing was held, and the Company requested an extension based on its intent to effect a reverse stock split. The Panel granted an extension to the Company to regain compliance, and the Company effected a 1-for-30 reverse split on March 17, 2025. By letter dated April 4, 2025, Nasdaq informed the Company that it had regained compliance with the Bid Price Requirement.

On April 14, 2025, the Company received a deficiency letter from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on Nasdaq (the “Stockholders’ Equity Requirement”). As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the deficiency in the Stockholders’ Equity Requirement was a result of the derivative liability from the issuance of the Company’s Series A Warrants and Series B Warrants in December 2024. However, because most of the Series B Warrants were exercised on or before March 31, 2025, the Company’s stockholders’ equity as of such date was $6.2 million, which was in excess of the Stockholders’ Equity Requirement. As a result, on May 27, 2025, the Company received formal notice from Nasdaq stating that, based on the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company had regained compliance with the Stockholders’ Equity Requirement.

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.

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.

Results of Operations

Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024

The following is a comparison of our results of operations for the three months ending June 30, 2025 and 2024 (amounts rounded to the nearest thousand):

Net Sales

Our net sales increased $1,255,000, or 154%, to $2,068,000 during the three months ending June 30, 2025, compared to $813,000 during the three months ending June 30, 2024. The increase in net sales was from the introduction 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. For the three months ending June 30, 2025, we generated $2,026,000 of net sales from Newton Motion shafts, and we generated approximately 92% 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 $345,000, 106%, to $669,000 for the three months ending June 30, 2025, compared to $324,000 for the three months ending June 30, 2024 due to our increase in net sales. Our gross margin was 68% and 60% for the three months ending June 30, 2025 and 2024, respectively. The increase in gross margin was due to the change in product mix sold, lower discounts 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 $1,279,000, or 86% to $2,763,000 during the three months ending June 30, 2025, compared to $1,484,000 during the three months ending June 30, 2024. The increase is primarily attributed to increased sales, marketing and employee related costs to support growth, plus an increase in professional services, 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 $64,000, or 31% to $143,000 during the three months ending June 30, 2025, compared to $207,000 during the three months ending June 30, 2024.

Interest income, net

Interest income was $29,000 for the three months ending June 30, 2025, compared to interest income of $47,000 for the three months ending June 30, 2024. The decrease in interest income was due to lower interest earned on our bank balances, as compared to the prior year period.

Loss from operations

Loss from operations increased to $1.5 million for the three months ending June 30, 2025, compared to $1.2 million for the three months ending June 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 $211,000, partially offset by a decrease in the fair value of the remaining Series B Warrants of $169,000, for a total decrease in fair value of $42,000.

Net loss

Net loss increased $365,000, or 32% to $1,520,000 during the three months ending June 30, 2025, compared to $1,155,000 for the three months ending June 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.

Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024

The following is a comparison of our results of operations for the six months ending June 30, 2025 and 2024 (amounts are rounded to the nearest thousand):

4

Net Sales

Our net sales increased $2,115,000, or 182%, to $3,278,000 for the six months ending June 30, 2025, compared to $1,163,000 for the six months ending June 30, 2024. The increase in net sales was primarily from the introduction 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 $3,200,000 of net sales from Newton Motion shafts, and we generated approximately 92% 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 $559,000, or 119% to $1,027,000 for the six months ending June 30, 2025, compared to $468,000 for the six months ended June 30, 2024, primarily due to our increase in net sales. Our gross margin was 69% and 60% for the six months ending June 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 $2,549,000, or 93%, to $5,304,000 for the six months ending June 30, 2024, compared to $2,755,000 for the six months ending June 30, 2024. The increase is primarily attributed to increased sales, marketing and employee related costs to support growth, plus additional legal expense associated with the special stockholder meeting, Series B Warrant exercises, higher accounting and audit expense associated with warrant valuation and warrant accounts, transfer agent costs associated with the exercise of Series B Warrants, and proxy solicitor costs associated with special a stockholder meeting.

Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses increased $28,000 to $425,000, or 7% during the six months ending June 30, 2025, compared to $397,000 during the six months ending June 30, 2024. The additional cost was to support increased research and development activities that included the release of our Fast Motion shaft in April 2025.

Loss from operations

Loss from operations increased $1,021,000, or 42%, to $3,478,000 for the six months ending June 30, 2025, compared to $2,457,000 for the six months ending June 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

Interest income was $74,000 for the six months ending June 30, 2025, compared to interest income of $109,000 for the six months ending June 30, 2024. The decrease in interest income was due to lower interest earned on our bank balances, as compared to the prior year 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 $1,417,000, partially offset by an increase in the fair value of the remaining Series B Warrants of $58,000, for a total decrease in fair value of $1,359,000.

Net loss

Net loss decreased $303,000 to $2,045,000, or 13% for the six months ending June 30, 2025, compared to a $2,348,000 net loss for the six months ending June 30, 2024. The decrease in net loss was primarily due to an increase in gross profit and the change in fair value of warrant liability, partially, all offset by an increase in operating expenses.

Liquidity and Capital Resources

The following table summarizes our cash flows for the periods indicated (amounts are rounded to nearest thousands):

Operating Activities

Net cash used in operating activities for the six months ending June 30, 2025 totaled $2,777,000, compared to net cash used in operating activities for the six months ending June 30, 2024 of $2,341,000. The increase in net cash used in operations for the six months ending June 30, 2025, was primarily from additional legal expense associated with a special stockholder meeting, and Series B Warrant exercises, higher accounting and audit expense associated with warrant valuation and warrant accounts, transfer agent costs associated with the exercise of Series B Warrants, and proxy solicitor costs associated with a special stockholder meeting, partially offset by higher gross margin.

Investing Activities

Net cash used in investing activities for the six months ending June 30, 2025 totaled $291,000 for the purchase of property and equipment. Net cash used in investing activities for the six months ending June 30, 2024 totaled $188,000, and was for the purchase of software licensing and property and equipment.

Financing Activities

Net cash used in investing activities for the six months ending June 30, 2025 totaled $577,000, and was driven by a stock repurchase totaling $500,000, $49,000 of prior year offering costs captured in six months ended June 30, 2025 plus $28,000 for the repayment of our software licensing obligation. Net cash provided by financing activities for the six months ending June 30, 2024 was $23,000, and was for repayment of our software licensing obligation.

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 financial statements, for the six months ending June 30, 2025, we incurred a net loss of $2,045,000 and used cash in operations of $2,777,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed financial statements being issued. These accompanying condensed financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

As of June 30, 2025, we had cash and cash equivalents on hand in the amount of $4,005,000. We expect our cash on hand on June 30, 2025, to last for at least the next nine months.

The continuation of the Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin 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 we are able to 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 future licensing agreements.

Off-Balance Sheet Arrangements

At June 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.

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.

Recently Issued Accounting Pronouncements

See Note 2 of the Notes to Condensed Financial Statements for a discussion of recent accounting pronouncements.

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) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements, and (iii) the Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements and (ii) 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 working to remediate the deficiencies and material weaknesses, including the hiring of a new Chief Financial Officer in January 2025, as well as a new Accounting Controller and System Administrator in March 2025. Work has begun on implementing and documenting policies, procedures, and internal controls. We have taken steps to enhance our internal control environment through a collaborative process workflow, and plan to take additional steps 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 and at the direction of our Audit Committee, will continue to assess the control environment and the above-mentioned efforts to remediate the underlying causes of the identified 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 change to our internal control over financial reporting during the quarter ended June 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.

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.