Newton Golf Co SEC Filings

Newton Golf Company, Inc. is asking stockholders to approve key governance and equity-compensation items at its 2025 virtual annual meeting on December 18, 2025. Stockholders will vote on electing four directors (including Executive Chairman and CEO Greg Campbell), ratifying Weinberg & Company, P.A. as auditor for 2025, and approving an Amended and Restated 2022 Equity Incentive Plan.

The equity plan would increase the share reserve by 1,400,000 shares to a total of 1,500,000 shares, add an annual automatic increase of up to 5% of fully diluted outstanding shares, and extend the plan’s term to 10 years from stockholder approval. As of November 18, 2025, 4,752,463 common shares were outstanding and 61,525 shares remained available under the current plan, with 38,442 options outstanding at a weighted average exercise price of $48.39.

The company discloses it is not in compliance with Nasdaq rules requiring a majority independent board and a three-member independent audit committee after a director resignation on September 28, 2025, and notes Nasdaq could pursue delisting if compliance is not restored within the permitted cure period.

Newton Golf Company, Inc. (NWTG)November 18, 2025, he bought 83,000 shares at a weighted average price of $1.0738 per share, with individual trades between $0.90 and $1.16. On November 19, 2025, he purchased 15,000 shares at a weighted average price of $1.1647, with trades between $1.05 and $1.25. On November 20, 2025, he bought 4,000 shares at a weighted average price of $1.1959, with trades between $1.14 and $1.24.

Following these transactions, Hoge beneficially owns 250,371 shares of Newton Golf common stock in direct ownership. The report also notes a correction of a prior error tied to reverse stock splits that had overstated his previously reported total holdings.

Newton Golf Company, Inc. (NWTG) reported insider share purchases by its Chief Financial Officer on a Form 4. The CFO bought 548 shares of common stock on 11/18/2025 at $1.05 per share and an additional 11,000 shares of common stock on 11/19/2025 at $1.05 per share, both coded as open-market purchases.

After these transactions, the CFO directly owns 11,548 shares of Newton Golf Company common stock. The filing reflects ownership in a direct capacity rather than through an indirect vehicle.

Newton Golf Company, Inc. (NWTG) filed an initial ownership report for its Chief Financial Officer, Jeff Clayborne. The filing states that, as of the event date of 06/10/2025, he does not beneficially own any Newton Golf Company securities, either directly or indirectly. This is an administrative disclosure required for insiders and indicates that the new officer holds no reportable stock or derivative positions in the company at this time.

Newton Golf Company, Inc. (NWTG)11/17/2025, the insider bought 40,000 shares of common stock at a price of $0.9974 per share, reported with transaction code "P" for a purchase. Following this transaction, the insider beneficially owns 125,944 shares of Newton Golf Company common stock in direct ownership.

Newton Golf Company (NWTG) filed its Q3 2025 10‑Q reporting higher sales alongside continued losses and liquidity pressure. Net sales were $2.582M for the quarter, up 113% year over year, driven mainly by Newton Motion shafts. Gross margin improved to 67%, but operating loss was $1.504M and net loss was $1.580M. For the nine months, revenue reached $5.860M with a 68% gross margin and a $3.625M net loss.

Cash and equivalents were $2.549M at September 30, 2025, with operating cash use of $4.101M year‑to‑date. Management states there is substantial doubt about continuing as a going concern and expects cash to last at least the next five months. On October 24, 2025, the company entered an at‑the‑market program to sell up to $10.0M of common stock.

Warrant liabilities declined to $0.911M from $14.261M, contributing a $1.263M non‑cash gain year‑to‑date. As of November 10, 2025, shares outstanding were 4,752,463. The company also reported Nasdaq board independence and audit committee non‑compliance with a cure period through the next annual meeting or September 29, 2026.

Newton Golf Company (NWTG) furnished a press release announcing its financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K dated November 13, 2025. The company notes this information is furnished, not deemed “filed” under Section 18 of the Exchange Act, and will only be incorporated by reference if specifically referenced in a future filing.

Newton Golf Company, Inc. amended and restated its Bylaws. The update reflects the company’s name change from Sacks Parente Golf, Inc. to Newton Golf Company, Inc. and reduces the stockholder meeting quorum to one‑third of the capital stock issued and outstanding and entitled to vote, present in person, by remote communication if applicable, or by proxy.

The bylaw amendments took effect on October 28, 2025. The amended and restated Bylaws are filed as Exhibit 3.1.

Newton Golf Company, Inc. entered into an at-the-market (ATM) offering agreement with Kingswood Capital Partners, LLC, allowing the company to sell common stock from time to time. A prospectus supplement filed immediately prior authorizes sales of up to $10.0 million of shares under the program, using the company’s effective Form S-3 shelf.

Sales, if any, may be made on the Nasdaq Capital Market at market prices or as otherwise agreed, and the company may also sell shares to the agent as principal under separate terms. Neither party is obligated to transact, and the agreement can be terminated by either party on 10 business days’ written notice. The company agreed to customary indemnification provisions in favor of the agent.