UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the transition period from ___________ to ____________ Commission File Number: 001-41701 NEWTON GOLF COMPANY, INC. (Exact name of registrant as specified in its charter) | Delaware | 82-4938288 | | --- | --- | | (State | (I.R.S. Employer | | of incorporation) | Identification No.) | | 551 Calle San Pablo, Camarillo, California | 93012 | | (Address of principal executive offices) | (Zip Code) | ☒ QUARTERLY REPORT ...

Financial Performance - Q3 2025 revenue reached $2.58 million, a 113% increase from $1.21 million in Q3 2024[4] - Gross profit for Q3 2025 was $1.73 million, reflecting a 115% increase year-over-year, with a gross margin of 67%[4] - Year-to-date revenue for the first nine months of 2025 was $5.86 million, up 147% from $2.37 million in the prior year period[4] - The company reaffirmed full-year 2025 revenue guidance of $7 million to $7.5 million, indicating over 100% growth year-over-year[4][12] - Cash and equivalents stood at $2.55 million as of September 30, 2025, supporting ongoing operations and growth initiatives[12] Market Expansion - More than 60 professionals across major golf tours are using Newton shafts, enhancing brand credibility and consumer demand[5] - The launch of a dedicated Japanese e-commerce site in October 2025 aims to tap into Japan's 11.4 million active golfers, expected to contribute significantly to revenue growth in 2026[6] Product Development - Fast Motion shaft line experienced over 300% sales growth from Q2 2025 to Q3 2025, indicating strong market demand[7] - The company is developing three new premium shaft lines for launch in 2026, alongside additional product categories to broaden revenue opportunities[11] Industry Outlook - The global golf equipment market is estimated at $7 billion to $9 billion, projected to grow approximately 5% annually through 2030[11]

Exhibit 99.1 Newton Golf Company Reports Second Quarter 2025 Financial Results Revenue Climbs 154% Year-over-Year as Tour Adoption and Product Momentum Accelerate ● Q2 2025: Revenue increased 154% year-over-year to $2.1 million, compared to $813,000 in Q2 2024 ● First Six Months 2025: Revenue increased 182% year-over-year to $3.3 million, compared to $1.2 million in the first half of 2024 ● Q2 2025: Gross profit rose 186% to $1.4 million, up from $489,000 in Q2 2024 ● First Six Months 2025: Gross profit inc ...

Revenue Performance - Net sales increased by $1,255,000, or 154%, to $2,068,000 for the three months ended June 30, 2025, compared to $813,000 for the same period in 2024[110] - For the six months ended June 30, 2025, net sales increased by $2,115,000, or 182%, to $3,278,000 compared to $1,163,000 for the same period in 2024[121] - The introduction of the Newton Motion driver shaft product line contributed significantly, generating $2,026,000 in net sales, with approximately 92% of sales through the company's websites[111] Cost and Expenses - Cost of goods sold rose by $345,000, or 106%, to $669,000 for the three months ended June 30, 2025, leading to a gross margin increase to 68% from 60% in the prior year[112] - Cost of goods sold for the six months ended June 30, 2025, increased by $559,000, or 119%, to $1,027,000, resulting in a gross margin of 69%[122] - Selling, general and administrative expenses increased by $1,279,000, or 86%, to $2,763,000 for the three months ended June 30, 2025, primarily due to increased sales and marketing costs[114] - Selling, general and administrative expenses increased by $2,549,000, or 93%, to $5,304,000 for the six months ending June 30, 2025, compared to $2,755,000 for the same period in 2024[124] - Research and development expenses rose by $28,000 to $425,000, or 7%, during the six months ending June 30, 2025, compared to $397,000 during the same period in 2024[125] - Total operating expenses for the six months ended June 30, 2025, rose by $2,577,000 to $5,729,000, driven by higher selling, general and administrative expenses[120] Loss and Financial Position - Net loss for the three months ended June 30, 2025, increased by $365,000, or 32%, to $1,520,000 compared to $1,155,000 for the same period in 2024[119] - Loss from operations increased by $1,021,000, or 42%, to $3,478,000 for the six months ending June 30, 2025, compared to $2,457,000 for the same period in 2024[126] - Net loss decreased by $303,000 to $2,045,000, or 13%, for the six months ending June 30, 2025, compared to a net loss of $2,348,000 for the same period in 2024[129] - The company incurred a net loss of $2,045,000 and used cash in operations of $2,777,000 for the six months ending June 30, 2025, raising substantial doubt about its ability to continue as a going concern[134] Cash Flow - Net cash used in operating activities totaled $2,777,000 for the six months ending June 30, 2025, compared to $2,341,000 for the same period in 2024[131] - Net cash used in investing activities was $291,000 for the six months ending June 30, 2025, compared to $188,000 for the same period in 2024[132] - Net cash used in financing activities totaled $577,000 for the six months ending June 30, 2025, driven by a stock repurchase of $500,000[133] - As of June 30, 2025, the company had cash and cash equivalents of $4,005,000, expected to last for at least the next nine months[135] Fair Value Changes - The company experienced a change in fair value of warrant liabilities, resulting in a total increase of $1,359,000 for the six months ended June 30, 2025[120] - The change in fair value of warrant liability resulted in a total decrease of $1,359,000, primarily due to a reduction in the fair value of the Series A Warrants[128] Future Plans - The company plans to expand its product offerings and may consider mergers or acquisitions to enhance growth opportunities[100]

Financial Performance - Net sales increased by $0.9 million, or 246%, to $1.2 million for the three months ended March 31, 2025, compared to $0.4 million for the same period in 2024[109]. - Gross profit rose to $852,000 for the three months ended March 31, 2025, representing a 314% increase from $206,000 in the same period in 2024[108]. - Operating expenses totaled $2.8 million for the three months ended March 31, 2025, a 93% increase from $1.5 million in the same period in 2024[108]. - Loss from operations increased to $2.0 million for the three months ended March 31, 2025, compared to $1.3 million for the same period in 2024[115]. - Net loss decreased to $525,000 for the three months ended March 31, 2025, down from $1.2 million in the same period in 2024, primarily due to changes in fair value of warrant liability[118]. - The company experienced a gross margin of 70% for the three months ended March 31, 2025, compared to 59% for the same period in 2024[110]. Cash Flow and Financing - Cash used in operating activities was $1.6 million for the three months ended March 31, 2025, compared to $1.2 million for the same period in 2024[120]. - For the three months ended March 31, 2025, the company incurred a net loss of $0.5 million and used cash in operations of $1.6 million, raising substantial doubt about its ability to continue as a going concern within one year[123]. - As of March 31, 2025, the company had cash and cash equivalents of $5.9 million, expected to last for at least the next 12 months[124]. - Net cash used in investing activities for the three months ended March 31, 2025 totaled $131,000, compared to $83,000 for the same period in 2024[121]. - Financing activities during the three months ended March 31, 2025 totaled $84,000, related to warrant exercises[122]. - The company is dependent on obtaining necessary debt or equity financing to continue operations until it begins generating positive cash flow[125]. Business Expansion and Operations - The company anticipates expansion into golf apparel and other related product lines to enhance growth opportunities[93]. - The company opened a new shaft manufacturing facility in St. Joseph, Missouri, in April 2022 to support growth in shaft technologies[93]. - The company is currently addressing compliance issues with Nasdaq regarding stock price and stockholders' equity requirements[94][100]. Accounting and Financial Reporting - Revenue recognition is accounted for in accordance with Accounting Standards Codification Topic 606, based on expected consideration from customers[129]. - The company periodically issues stock options and accounts for them based on ASC 718, recognizing the fair value of stock-based compensation over the vesting period[133]. - The fair value of stock options is estimated using the Black-Scholes option-pricing model, with expected stock volatility based on peer companies[134]. - The company assesses common stock warrants as either equity-classified or liability-classified instruments based on specific terms and guidance from the FASB[135]. - The company does not have any off-balance sheet arrangements as of March 31, 2025[126].

Financial Performance - The company incurred a net loss of $11,752,000 and used cash in operations of $4,929,000 for the year ended December 31, 2024[22]. - Net sales increased by $3.1 million, or 887%, to approximately $3.5 million for the year ended December 31, 2024, compared to $349,000 for the year ended December 31, 2023[209]. - The net loss for the year ended December 31, 2024, was $11.8 million, a 154% increase from a net loss of $4.6 million in 2023[208]. - Gross profit for the year ended December 31, 2024, was $2.3 million, representing a 1,764% increase from $122,000 in 2023[208]. - Total operating expenses increased by 53% to $7.3 million in 2024, up from $4.8 million in 2023[208]. - Financing costs were reported at $6.9 million in 2024, reflecting a 100% increase as compared to the previous year[208]. - Interest income increased significantly to $161,000 in 2024 from $8,000 in 2023, marking a 1,900% rise[208]. - Gross margin improved to 66% in 2024 from 35% in 2023 due to changes in product mix and inventory reserves[210]. Cash and Liquidity - The company had cash and cash equivalents of $7,650,000 as of December 31, 2024, which is expected to last for at least the next 12 months[23]. - The company has sufficient cash on hand for current operations for a minimum of 12 months, but may need to raise additional funds to execute its growth strategy[141]. Market and Competition - The golf equipment market size is estimated at USD 13.32 billion in 2023 and is expected to reach USD 17.64 billion by 2028, growing at a CAGR of 5.78%[24]. - The company faces competition from established brands like TaylorMade, Ping, and Acushnet, which have been in the market longer and possess greater resources[64]. - The company faces intense competition in the golf market, with four major competitors holding the majority of U.S. market share[78]. Product Development and Innovation - The company expanded its shaft offerings into fairway wood/hybrid replacement shafts in 2024[30]. - The company has developed patented Ultra-Low Balance Point technologies to enhance putting performance[37]. - The company introduced the "Newton" division, marking its first entry into golf club shafts, with the Newton Motion driver shaft designed to enhance performance by promoting straighter and longer shots[43]. - The Newton Motion shaft features a unique DOT system for flex categorization, ranging from one to six dots, optimizing performance based on individual golfer abilities[44]. - The proprietary Kinetic Storage Construction of the Newton Motion shaft allows for improved club speed and exit velocity, addressing inconsistencies in flex and spin rates[47]. - The company plans to launch multiple new or enhanced putter designs in 2025, leveraging advanced metals to potentially outperform existing market models[42]. - The company intends to expand its product line to include high-quality soft goods such as golf apparel and accessories, with plans to begin manufacturing in 2025[49]. Operational Challenges - The company has experienced recurring operating losses and negative operating cash flows since inception, raising substantial doubt about its ability to continue as a going concern[101]. - The company is dependent on a limited number of suppliers for key components, and the loss of any of these suppliers could significantly disrupt operations[118]. - The company faces significant price fluctuations and shortages in raw materials such as aluminum, magnesium, and carbon fiber, which could adversely affect its financial condition and results of operations[122]. - Transportation costs are volatile due to shortages in shipping capacity and fuel price fluctuations, potentially impacting the company's ability to pass on costs to customers[123]. - The company must manage the introduction of new products effectively to meet changing consumer preferences and avoid significant adverse impacts on financial performance[84]. Regulatory and Compliance - The company is subject to various environmental laws and regulations, ensuring compliance in its manufacturing processes[50]. - The company has implemented procedures to maintain the confidentiality of proprietary information, crucial for its competitive advantage[57]. - Compliance with evolving data privacy laws, such as the GDPR, poses challenges and could result in increased costs and operational restrictions[137]. Shareholder and Market Issues - The company's common stock is traded on the Nasdaq Capital Market under the symbol "NWTG"[159]. - The company received a notice from Nasdaq for not complying with the minimum bid price requirement, as its stock did not maintain a closing bid price of at least $1.00 for 30 consecutive business days[160]. - The company was not eligible for a compliance period due to a reverse split within the prior year, but has requested a hearing for an extension[161]. - Any capital raised through equity sales will dilute the percentage ownership of existing shareholders, while debt financing may impose restrictive covenants[142]. - Increases in interest rates could raise the cost of servicing debt, adversely affecting profitability and cash flows[143]. - The company does not anticipate paying cash dividends in the foreseeable future, limiting returns to shareholders to potential increases in share price[152]. Strategic Growth Initiatives - The company plans to grow distribution centers in or near Tokyo, Japan, Seoul, South Korea, and Mexico City based on market needs[30]. - The company plans to expand its international business into Asia, Latin America, and Europe, which requires significant investment and poses risks if not managed effectively[117]. - The company has invested significantly in upgrading manufacturing facilities, including a new golf shaft manufacturing facility in St. Joseph, MO, to remain competitive[80]. Risks and Uncertainties - Economic downturns could adversely affect wholesale customers' financial conditions, impacting their ability to pay trade obligations[77]. - Changes in U.S. trade policies, including increased tariffs, could adversely affect the company's ability to obtain components and impact sales[99]. - Adverse publicity or legal actions could damage the company's brand image and consumer confidence, negatively impacting sales[89]. - The company relies on endorsements from professional athletes, and any loss of these endorsements could materially affect sales[97]. - Fluctuations in foreign currency exchange rates could significantly impact the company's financial results, as transactions are conducted in various currencies[109]. - The company may face significant costs or damages from intellectual property claims or lawsuits, which could affect its ability to sell products[103]. - Integration of newly acquired businesses or partnerships could strain resources and disrupt ongoing operations, potentially harming financial performance[113]. - Information systems are critical for operations, and any failure or cyber security breach could disrupt business and adversely affect financial performance[128].

Company Overview - Newton Golf Company has changed its corporate name from Sacks Parente Golf, Inc. to better reflect its commitment to innovation in golf equipment [1][4] - The company will begin trading under the new ticker symbol "NWTG" on Nasdaq starting March 17, 2025 [1][2] Reverse Stock Split - The Board of Directors has approved a 1-for-30 reverse stock split, effective at the opening of trading on March 17, 2025 [2][6] - Every 30 shares of common stock will convert into one share, with no fractional shares issued; any fractions will be rounded up to the nearest whole share [8] Financial Position - In December 2024, the company raised approximately $8.4 million through an underwritten public offering, enhancing its ability to advance strategic initiatives and product development [4] - The reverse stock split is intended to attract institutional investors and strengthen the company's position in public markets [6] Product Innovation - Newton Golf aims to revolutionize golf performance technology by leveraging advanced physics and precision engineering [3][4] - The company focuses on high-performance products, including innovative golf shafts, putters, and grips designed for golfers of all skill levels [9]

Core Points - NEWTON GOLF Company has approved a share repurchase authorization of up to $1 million of its common stock, effective from January 31, 2025, to January 31, 2026, with repurchases subject to market conditions and other factors [1] - The Executive Chairman of NEWTON GOLF expressed confidence in the company's business and growth outlook, attributing the ability to repurchase shares to the growing adoption of their Newton Motion replacement shafts [2] - NEWTON GOLF is a technology-forward golf company with a portfolio that includes putters, golf shafts, grips, and accessories, known for innovations like the First Vernier Acuity putter and patented Ultra-Low Balance Point technology [3] Company Developments - The company expanded its manufacturing capabilities in April 2022 by opening a new shaft manufacturing facility in St. Joseph, MO, aiming to produce most products in the United States and expand into golf apparel [4] - Future growth may involve mergers, acquisitions, or internal development of complementary product lines, with current sales channels including resellers, the company's websites, and retail stores in the U.S., Japan, and South Korea [5]

Core Insights - NEWTON GOLF Company reports preliminary financial results for Q4 2024 and full year 2024, indicating significant growth in sales and gross margins [1][4][6] Financial Highlights - Q4 2024 revenue is expected to be between $1.1 million and $1.3 million, marking an increase of 882% from $117,000 in Q4 2023 [6] - Gross margin for Q4 2024 is projected to rise from 36% in Q4 2023 to 72-74% due to increased sales and manufacturing efficiencies [6] - Full year 2024 revenue is anticipated to grow from $349,000 in fiscal 2023 to between $3.4 million and $3.6 million, representing nearly 10-fold growth [6] - Full year 2024 gross margin is expected to increase from 35% in fiscal 2023 to 65-67% driven by higher manufacturing volume [6] Corporate Highlights - The company has undergone a complete rebranding to NEWTON GOLF Company [6] - Launched the Newton Fairway Motion shafts and the new Newton Gravity premium putter line with five new models [6] - Expanded global presence by launching Newton Motion shafts in 50 major golf retail locations in Japan [6] - Increased the number of golf professionals using Newton Motion Shafts on the PGA TOUR Champions from less than five to 34 during 2024 [6] - Successfully executed digital campaigns that contributed to revenue growth [6] - Closed $9.1 million in financing to support strategic growth initiatives [6] - Introduced new advanced performance shafts for higher swing speeds in January 2025 [6]

Core Viewpoint - NEWTON GOLF Company is actively engaging with investors through its participation in the DealFlow Events MicroCap Conference, highlighting its innovative golf products and growth strategies [1][2]. Company Overview - NEWTON GOLF is a technology-forward golf company with a diverse portfolio that includes putters, golf shafts, grips, and accessories [3]. - The company has developed notable technologies such as the First Vernier Acuity putter and patented Ultra-Low Balance Point (ULBP) putter technology [3]. Growth Strategies - In April 2022, the company expanded its manufacturing capabilities by opening a new facility in St. Joseph, MO, aimed at producing premium golf shafts [4]. - The company intends to manufacture most products in the United States and is looking to expand into golf apparel and other related product lines [4]. - Future growth may involve mergers, acquisitions, or internal development of complementary product lines [5]. Sales Channels - NEWTON GOLF products are sold through various channels, including resellers, the company's websites, Club Champion retail stores, and distributors in the United States, Japan, and South Korea [5].