Newton Golf Company, Inc.

Newton Golf Company, Inc. has entered into a securities purchase agreement for a financing round, increasing the total potential amount to $3,000,000 through the issuance of convertible notes and common stock warrants. The company completed its first closing under this new agreement on June 3, 2026, issuing $500,000 in convertible notes and warrants for 50,000 shares, receiving $500,000 in cash proceeds. The convertible notes have an 18-month maturity, accrue 10% interest, and convert into common stock at $1.60 per share. Warrants are exercisable at $1.75 per share and expire in five years.

Newton Golf Company, Inc. announced the appointment of Gregg Hemphill to its Board of Directors, effective May 19, 2026. Mr. Hemphill qualifies as an independent director and will serve on the Audit, Compensation, and Nominating Committees. His compensation package includes an annual cash retainer of $30,000 and annual restricted stock unit grants valued at $37,500, along with an initial RSU award of $30,000.

Newton Golf Company, Inc. reported Q1 2026 net sales of $991,000, an 18% decrease year-over-year, and a net loss of $2.7 million, or ($0.58) per share. The company attributed the sales decline to temporary impacts from operational and manufacturing initiatives aimed at long-term scalability, which delayed shipment timing. Despite this, Newton Golf secured $1.2 million in expected future revenue from customer deposits and open wholesale orders, expanded its product line with new shafts, signed an exclusive distribution agreement for South Korea, and strengthened its professional club fitter network. The company also completed a $0.5 million convertible note financing in Q1, with an additional $0.85 million post-quarter, and made key management appointments including an interim CEO and a new board member.

Newton Golf Company reported a net loss of $2.66 million for Q1 2026, a significant increase from $0.53 million in Q1 2025, with net sales declining to $0.99 million. The company's financial statements raise substantial doubt about its ability to continue as a going concern, citing a stockholders' deficit of $1.52 million and negative operating cash flow. To address liquidity, Newton Golf is pursuing an At-The-Market offering and has issued $0.5 million in convertible notes to related parties, with an additional $0.85 million issued post-quarter end. The company's cash and cash equivalents decreased to $0.59 million as of March 31, 2026.

Newton Golf Company, Inc. completed additional closings on its securities purchase agreement, securing an additional $1,000,000 in funding. The company issued unsecured convertible promissory notes and common stock warrants with an exercise price of $1.75 per share. This capital raise, which includes a $500,000 closing on April 7, 2026, and another on April 9, 2026, is part of an agreement for up to $2,000,000 in total funding.

Newton Golf Company, Inc. (NWTG) has received a deficiency letter from The Nasdaq Stock Market LLC, indicating non-compliance with Nasdaq Listing Rule 5550(b)(1). This rule mandates the company maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. NWTG has been given an initial period of 45 calendar days, until May 21, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the notice date, or until October 3, 2026, to demonstrate compliance. While the notice does not immediately affect the trading of NWTG common stock, failure to resolve the deficiency could ultimately lead to the delisting of its shares.