Form 8-K

8-K — Newton Golf Company, Inc.

Accession: 0001493152-26-023135

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001934245

SIC: 3949 ()

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 14, 2026

NEWTON

GOLF COMPANY, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41701

82-4938288

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

551

Calle San Pablo

Camarillo,

CA 93012

(Address

of principal executive offices, including ZIP code)

855-774-7888

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (See General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.01 per share

NWTG

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

May 14, 2026, Newton Golf Company, Inc. (the “Company”) issued a press release, which is furnished as Exhibit 99.1 to this

Current Report on Form 8-K, announcing its financial results for the quarter ended March 31, 2026.

The

information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall

not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as shall be expressly set forth by specific reference to such disclosure in this Current Report on Form 8-K in such a filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated May 14, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 14, 2026

NEWTON

GOLF COMPANY, INC.

By:

/s/

Akinobu Yorihiro

Akinobu

Yorihiro

Interim

Chief Executive Officer and Chief Technology Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Newton Golf Reports Q1 2026 Results

CAMARILLO,

CA, May 14, 2026 – Newton Golf Company, Inc. (NASDAQ: NWTG) (the “Company”), a technology-forward golf equipment

company focused on physics-driven engineering, reported results for the first quarter ended March 31, 2026. All comparisons are to the

same year-ago period unless otherwise noted.

Financial

Highlights

● Net

sales totaled $991,000 for the first quarter of 2026 as the Company continued executing operational

initiatives intended to support long-term manufacturing scalability, expanded product offerings,

and future growth opportunities. These initiatives temporarily impacted shipment timing on

certain customer orders during the quarter.

● Direct-to-consumer

(DTC) customer deposits totaled $0.9 million and open wholesale sales orders totaled $0.3

million at quarter end, which collectively represent $1.2 million of expected future revenue

upon shipment of the related orders. The increase in customer deposits reflects continued

customer demand, including advance payments associated with orders delayed during the manufacturing

transition period.

● Returning

customer orders increased 47% to 1,253 for the three months ended March 31, 2026, compared

to the same period last year, reflecting increased repeat purchasing activity.

● Cash

and cash equivalents totaled $593,000 at March 31, 2026, compared to $1.3 million at December

31, 2025. During the quarter, the Company entered into a securities purchase agreement for

the sale in one or more closings of up to $2.0 million of convertible notes with a fixed

conversion price of $1.60 and warrants to purchase shares of common stock at an exercise

price of $1.75 per share. The first closing occurred on March 16, 2026, pursuant to which

the Company issued to entities affiliated with a Company director a $500,000 convertible

note that bears interest at a rate of 10% annually and matures in 18 months, along with a

five-year warrant to purchase 50,000 shares of common stock. Subsequent to quarter end, the

Company issued an additional $850,000 of convertible notes to unrelated third-party investors

pursuant to the same financing arrangement. Management believes these financings, together

with the Company’s existing ATM facility, provide additional flexibility to support

working capital needs, operational scaling initiatives, and future growth opportunities while

maintaining what management believes are relatively shareholder-aligned financing terms,

including fixed conversion pricing and limited warrant coverage.

2026 Operational Highlights

● Introduced

the Fast Motion™ fairway wood shaft and hybrid shafts at the 2026 PGA Show, which are

expected to launch commercially in the third quarter of 2026.

● Signed

an exclusive distribution agreement with VC Inc. (VOICE CADDIE), a leading provider

of golf rangefinders and GPS devices based in the Republic of Korea, for wholesale and retail

distribution in South Korea, the world’s third largest golf market.

● Expanded

the Company’s professional club fitter network to approximately 235 accounts, an increase

of 99% from the first quarter of 2025, strengthening the Company’s channel presence

across the premium fitting market.

● To

support continued channel expansion, the Company also recently hired an East Coast sales

manager focused on increasing engagement with professional club fitters, retailers, and regional

distribution partners. Since joining the Company, the sales manager has already secured approximately

30 new customer accounts, which management believes reflects continued demand for the Newton

Motion platform and supports the Company’s broader distribution growth initiatives.

Management expects continued investment in regional sales coverage to support expanded engagement

with professional club fitters and distribution partners as the Company scales its shaft

platform.

● Newton

Golf’s Fast Motion shaft set the GUINNESS WORLD RECORDS™ Title for the fastest

golf drive by Australian professional long-drive golfer Thomas Fliniks who achieved a ball

speed of 235.1 mph and surpassed the prior record set in 2013.

● More

than 60 professional golfers currently play Newton Motion and Fast Motion shafts across PGA

TOUR, PGA TOUR Champions, LPGA, and Korn Ferry Tours, supporting continued brand awareness

and fitting adoption among golfers and professional club fitters.

● Appointed

John Bode to the Company’s board of directors. He brings more than two decades of senior

financial leadership, operational oversight and public-company governance experience.

● Appointed

Company co-founder and CTO, Akinobu Yorihiro, as interim CEO. In addition, Company director,

Brett Hoge, was appointed chairman of the board and will continue to serve as a member of

the board in his capacity as chairman.

● Expanded

the role of Chief Financial Officer Jeff Clayborne, effective January 30, 2026, to also serve

as Chief Operating Officer. In his expanded role, he oversees the Company’s manufacturing

and operational functions supporting the scaling of its manufacturing and operational platform.

Management

Commentary

“During

the quarter, we executed operational and manufacturing initiatives intended to support long-term production scalability, product consistency,

and future growth opportunities as the Company continues expanding the Newton Motion platform across additional product categories and

distribution channels,” said Newton Golf interim CEO and CTO, Akinobu Yorihiro.

“While

these initiatives temporarily impacted shipment timing and near-term financial performance during the quarter, we believe these investments

strengthened the Company’s manufacturing foundation and better positioned us to support future growth more efficiently as manufacturing

utilization improves.

“As

of quarter end, the Company had approximately $1.2 million of expected future revenue represented by customer deposits and open wholesale

sales orders associated with delayed shipments during the manufacturing transition period. We have already begun shipping these orders

and expect fulfillment activities to continue improving during the current quarter.

“We

also enhanced manufacturing management and operational planning processes to support the continued scaling of production operations.

During the quarter, we expanded operational oversight within management and added additional manufacturing leadership experience to support

production scaling initiatives, future product launches, and enhanced manufacturing execution.

“In

April, we hired a new head of manufacturing with more than 20 years of production and operational leadership experience to support manufacturing

scalability and future operational growth initiatives. Management believes the operational improvements implemented during the quarter

further position the Company to support higher-volume production requirements associated with larger distribution opportunities, including

potential OEM and international channel relationships.

“At

the 2026 PGA Show in January, we introduced the Fast Motion fairway wood shaft and hybrid shafts, which are expected to launch commercially

in the third quarter of 2026. These product introductions expand the Newton Motion platform into additional club categories and further

extend the Company’s DOT fitting system across the golf bag. The DOT system is designed to provide golfers with consistent shaft

fitting characteristics across driver, fairway wood, and hybrid configurations, which management believes may improve fitting consistency

and increase multi-shaft adoption.

“Management

believes expanding the Newton Motion platform into additional club categories may increase average revenue opportunities per customer

and improve marketing efficiency by leveraging existing customer acquisition investments across a broader product lineup.

“More

than 60 professional golfers currently play Newton Motion and Fast Motion shafts across PGA TOUR, PGA TOUR Champions, LPGA, and Korn

Ferry Tours, supporting continued brand awareness and fitting adoption among golfers and professional club fitters.

“In

addition to expanding our product lineup, we strengthened our international presence through an exclusive distribution agreement with

VC Inc. (VOICE CADDIE) for wholesale and retail distribution in South Korea. VOICE CADDIE brings established distribution capabilities

and market knowledge in one of the world’s leading premium golf equipment markets. We have received a $136,000 order from the distributor

during the quarter, which was more than the minimum order requirement under the distribution partnership, and we expect revenue from

this order to be realized in the second quarter of 2026.

“Looking

ahead, we anticipate the operational scaling initiatives implemented during the quarter to be substantially completed during the current

quarter. As fulfillment activities and production volumes normalize, we expect to benefit from improved manufacturing efficiencies, increased

utilization, and more stable production planning. Management expects manufacturing utilization and production efficiency to improve as

these initiatives are completed, which may support improved operating leverage in future periods.

“Management

believes the operational initiatives completed during the quarter may support improved manufacturing leverage and scalability as production

volumes increase and the Company expands distribution across direct-to-consumer, professional fitting, retail, international, and potential

OEM channels.

“We

believe Newton Golf remains in the early stages of scaling its shaft platform across direct-to-consumer, professional fitting, retail,

international, and potential OEM distribution channels.

“Following

record net sales growth in 2025, we believe the Company remains positioned to continue expanding brand awareness, product adoption, and

distribution opportunities as fulfillment activities improve and new product introductions expand across additional club categories.

“While

the operational initiatives implemented during the first quarter temporarily impacted near-term financial performance, management believes

these investments strengthened the Company’s operational foundation, enhanced production scalability, expanded the Newton Motion

platform, and better positioned the Company to support future growth opportunities across both existing and emerging distribution channels.

“Management

also expects the expanded product lineup and broader distribution footprint to support higher revenue opportunities per customer as adoption

of the Newton Motion platform continues to expand.”

2026 Financial Summary

Revenue

in the first quarter of 2026 totaled $1.0 million, down 18% from $1.2 million in the prior-year quarter. The decrease primarily reflected

temporarily reduced manufacturing capacity and delayed order fulfillment associated with operational initiatives implemented during the

quarter to support future growth opportunities. Direct-to-consumer (DTC) customer deposits totaled $0.9 million and open wholesale sales

orders totaled $0.3 million at quarter end, which collectively represent $1.2 million of expected future revenue upon shipment of the

related orders. The increase in customer deposits reflects continued customer demand, including advance payments associated with orders

delayed during the manufacturing transition period.

Gross

profit totaled $628,000, or 63% of net sales, in the first quarter as compared to $852,000, or 70% of net sales, in the prior-year quarter.

The decrease is primarily attributed to temporary production inefficiencies during the quarter, which adversely affected gross profit

as fixed production costs were absorbed over lower production volumes.

Total

operating expenses increased 15% to $3.2 million compared to $2.8 million in the prior-year quarter. The increase primarily reflected

approximately $0.2 million of bonus accruals and higher labor and manufacturing-related costs associated with temporary production inefficiencies

during the quarter, as well as research and development activities supporting operational scaling initiatives.

Sales

and marketing expenses were reduced during the quarter as the Company aligned demand generation activities with temporarily reduced manufacturing

capacity rather than underlying demand conditions.

The

increase in total operating expenses was partially offset by a reduction of approximately $0.2 million in sales and marketing expenses

and approximately $0.1 million in professional services expenses.

Net

loss for the first quarter of 2026 totaled $2.7 million or ($0.58) per share, compared to a net loss of $0.5 million or ($0.55) per share

in the prior-year quarter.

Cash

and cash equivalents totaled $593,000 at March 31, 2026. Subsequent to quarter end, the Company issued an additional $850,000 of convertible

notes to unrelated third-party investors pursuant to the previously disclosed securities purchase agreement dated March 16, 2026. The

notes were issued together with corresponding warrants to purchase shares of the Company’s common stock on substantially similar

terms to those previously disclosed. Management is also evaluating initiatives intended to strengthen the Company’s balance sheet

and stockholders’ equity in connection with maintaining compliance with Nasdaq continued listing requirements.

Conference

Call

Newton

Golf will hold a conference call later today to discuss results for the first quarter of 2026 results, including a question-and-answer

period.

Date:

Thursday, May 14, 2026

Time:

4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Toll-free

dial-in number: 1-877-407-0752

International

dial-in number: 1-201-389-0912

Webcast

(live and replay): here

Conference

ID: 13760017

Participants

may dial in using the numbers above and ask to be joined to the call or click the Call me™ link for instant telephone access

to the event. Participants may submit questions via the webcast player in advance of the call.

Please

call the conference telephone number five minutes prior to the start time. An operator will register your name and organization. If you

require any assistance connecting to the call, please contact Encore at 1-949-432-7450.

replay of the call will be available approximately three hours after the call and will remain available through May 28, 2026.

Toll-free

replay number: 1-844-512-2921

International

replay number: 1-412-317-6671

Replay ID: 13760017

About

Newton Golf

Newton Golf, we apply the principles of physics to the design and performance of premium golf equipment. Formerly known as Sacks Parente,

our rebranding reflects our commitment to innovation inspired by Sir Isaac Newton, the father of physics. By applying Newtonian principles

to every aspect of our design process, we create precision-engineered golf equipment including Newton Motion shafts and Gravity putters

that deliver unmatched stability, control, and performance. Our mission is to empower golfers with scientifically advanced tools that

maximize consistency and accuracy, ensuring every swing is backed by the laws of physics. For more information, visit newtongolf.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

relate to future events or the future financial performance of Newton Golf Company (the “Company”) and involve known and

unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from

those expressed or implied by such statements.

some cases, forward-looking statements can be identified by words such as “may,” “will,” “should,”

“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”

“projects,” “potential,” or similar expressions. These forward-looking statements include, but are not limited

to, statements regarding the Company’s ability to support working capital needs, operational scaling initiatives, and future growth

opportunities, growth strategy, product innovation and development, expansion of distribution channels, brand adoption among professional

fitters and golfers, anticipated market opportunities, and future business prospects.

These

forward-looking statements reflect the Company’s current expectations and projections based on information available as of the

date of this release and are subject to a number of risks and uncertainties, including, but not limited to, general economic and business

conditions; changes in consumer demand and industry trends; competition in the golf equipment market; the Company’s ability to

execute its strategic initiatives; supply chain disruptions; and other risks detailed from time to time in the Company’s filings

with the Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports

on Form 10-Q.

The

Company cautions investors that forward-looking statements are not guarantees of future performance, and actual results may differ materially

from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by

law.

Company

Contact:

Jeff

Clayborne

CFO

and COO

Tel

(855) 563-9866

Contact

Investor

Relations Contact:

Ron

Both or Grant Stude

Encore Investor Relations

Tel (949) 432-7557

Contact

NEWTON

GOLF COMPANY, INC.

CONDENSED

STATEMENTS OF OPERATIONS

For

the Three Months Ended March 31, 2026 and 2025

(Unaudited)

(Amounts

rounded to nearest thousand, except share and per share amounts)

Three Months Ended

March

31,

2026

2025

Net Sales

$ 991,000

$ 1,210,000

Cost of goods sold

363,000

358,000

Gross profit

628,000

852,000

Operating expenses

Selling, general and administrative expenses

2,895,000

2,541,000

Research and development

348,000

282,000

Total operating expenses

3,243,000

2,823,000

Loss from operations

(2,615,000 )

(1,971,000 )

Interest / (expense) income, net

(2,000 )

45,000

Amortization of debt discount

(2,000 )

Change in fair value of warrant liabilities

(40,000 )

1,401,000

Net loss

$ (2,659,000 )

$ (525,000 )

Loss per share – basic and diluted

$ (0.58 )

$ (0.55 )

Weighted average number of shares outstanding – basic and diluted

4,592,063

953,959

NEWTON

GOLF COMPANY, INC.

CONDENSED

BALANCE SHEETS

(Amounts

rounded to nearest thousand, except share and per share amounts)

March 31,

2026

December 31,

2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 593,000

$ 1,298,000

Accounts receivable, net of allowance for doubtful accounts of $69,000 and $69,000, respectively

75,000

102,000

Inventory, net of reserve for obsolescence of $121,000 and $135,000, respectively

605,000

374,000

Prepaid expenses and other current assets

263,000

413,000

Total Current Assets

1,536,000

2,187,000

Property and equipment, net

888,000

880,000

Right-of-use asset, net

75,000

84,000

Software licensing agreement, net

17,000

25,000

Deferred offering costs

120,000

123,000

Total Assets

$ 2,636,000

$ 3,299,000

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

Current Liabilities:

Accounts payable and accrued expenses

$ 1,912,000

$ 1,428,000

Customer deposits

929,000

75,000

Lease liability, current

41,000

40,000

Software licensing obligation, current

27,000

41,000

Warrant Liability

785,000

745,000

Total Current Liabilities

3,694,000

2,329,000

Lease obligations – noncurrent

34,000

44,000

Convertible Debt – related party, net

429,000

Software licensing fee obligation, net of current

Total Liabilities

4,157,000

2,373,000

Commitments and Contingencies

Stockholders’ Equity (Deficiency):

Preferred stock $.01 par value, 5,000,000 shares authorized, no shares issued and outstanding, respectively

Common stock, $.01 par value, 45,000,000 shares authorized, 4,592,063 shares issued and outstanding

45,000

Additional paid-in-capital

29,182,000

28,970,000

Accumulated deficit

(30,748,000 )

(28,089,000 )

Total Stockholders’ (Deficiency) Equity

(1,521,000 )

926,000

Total Liabilities and Stockholders’ (Deficiency) Equity

$ 2,636,000

$ 3,299,000

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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