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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.
Newton Golf Company, Inc. (NWTG) launched an at-the-market (ATM) offering of up to $10,000,000 in common stock under a Sales Agreement with Kingswood Capital Partners, LLC. Sales may occur from time to time on Nasdaq or other permitted markets, with Kingswood acting as sales agent or principal and earning a 2.5% commission on gross proceeds.
The shares trade on Nasdaq as “NWTG,” with a last reported price of $1.72 on October 23, 2025. The company plans to use any net proceeds for working capital and general corporate purposes, including capital expenditures and potential acquisitions. As context, 4,516,136 shares were outstanding as of June 30, 2025; the company illustrates that issuing 5,813,953 shares at $1.72 would reach $10.0 million, resulting in an as-adjusted net tangible book value of $1.36 per share and dilution of $0.36 to new investors. The offering is made pursuant to the company’s effective shelf registration on Form S-3.
Newton Golf Company, Inc. reported that director Dottie Pepper resigned from its Board on September 28, 2025, and the company stated her resignation was not due to any disagreement over operations, policies, or practices. As a result, Newton Golf notified Nasdaq on September 30, 2025 that it no longer complies with Nasdaq Listing Rules requiring a majority of independent directors on the Board and at least three independent members on the audit committee. On October 2, 2025, Nasdaq formally notified the company of this non-compliance. Nasdaq rules provide a cure period lasting until the earlier of the next annual stockholders’ meeting or September 29, 2026, with an extension to March 27, 2026 if the meeting occurs before that date. The company states that it intends to appoint an additional independent director to the Board and its audit committee within this cure period to regain compliance.