Newton Golf to Elect Directors, Ratify Auditor, Approve Equity Plan

TL;DR

**NWTG's double reverse stock split and new equity plan signal a desperate attempt to regain compliance and incentivize management, but watch for dilution and a lack of clear growth strategy.**

AI Summary

Newton Golf Company, Inc. (NWTG) is holding its 2025 Annual Meeting of Stockholders on December 18, 2025, virtually via live webcast. Stockholders will vote on three key proposals: the election of four directors (Dr. Greg Campbell, Jane Casanta, Brett Hoge, and Akinobu Yorihiro), the ratification of Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and the approval of the Amended and Restated 2022 Equity Incentive Plan. The company previously executed two reverse stock splits: a one-for-ten split on July 30, 2024, and a one-for-thirty split on March 17, 2025, retroactively adjusting all share and per-share amounts. As of the November 18, 2025 record date, there were 4,752,463 shares of common stock outstanding and entitled to vote. The Board of Directors has determined that Jane Casanta and Brett Hoge are independent directors. The approval of the Amended and Restated 2022 Equity Incentive Plan suggests a focus on executive and employee compensation, potentially impacting future dilution.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Newton Golf Company, Inc., directly impacting investor confidence and future strategic direction. The election of directors, including Dr. Greg Campbell as Executive Chairman and CEO, shapes leadership and oversight, while the ratification of Weinberg & Company, P.A. ensures financial transparency. Crucially, the approval of the Amended and Restated 2022 Equity Incentive Plan could significantly affect shareholder value through potential dilution, a common concern in the competitive golf equipment market where companies like Callaway Golf (MODG) and Acushnet Holdings (GOLF) also use equity incentives. Investors need to understand the implications of these proposals on NWTG's long-term growth and financial health.

Risk Assessment

Risk Level: medium — The company's disclosure of two recent reverse stock splits (one-for-ten on July 30, 2024, and one-for-thirty on March 17, 2025) often indicates a company struggling to maintain its stock price above exchange minimums, posing a delisting risk. Additionally, the proposal to approve an Amended and Restated 2022 Equity Incentive Plan, while common, could lead to significant shareholder dilution if not managed carefully, especially for a company that has undergone such aggressive reverse splits.

Analyst Insight

Investors should carefully review the details of the Amended and Restated 2022 Equity Incentive Plan to understand potential dilution and its impact on per-share value. Given the recent reverse stock splits, consider this a high-risk investment and evaluate the company's underlying business fundamentals and future growth prospects beyond these corporate actions before making any investment decisions.

Key Numbers

• 2025-12-18 — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Stockholders)
• 2025-11-18 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 4,752,463 — Shares Outstanding (Number of common stock shares outstanding and entitled to vote as of November 18, 2025)
• 1-for-10 — First Reverse Stock Split Ratio (Ratio of reverse stock split effective July 30, 2024)
• 1-for-30 — Second Reverse Stock Split Ratio (Ratio of reverse stock split effective March 17, 2025)
• 1,584,155 — Quorum Requirement (Minimum number of shares required for a quorum (one-third of outstanding shares))

Key Players & Entities

• Newton Golf Company, Inc. (company) — Registrant
• NWTG (company) — Ticker symbol
• Dr. Greg Campbell (person) — Nominee for director, Executive Chairman and Chief Executive Officer
• Jane Casanta (person) — Nominee for director, independent director
• Brett Hoge (person) — Nominee for director, independent director
• Akinobu Yorihiro (person) — Nominee for director
• Weinberg & Company, P.A. (company) — Independent registered public accounting firm
• Securities and Exchange Commission (regulator) — Regulatory body
• Nasdaq Capital Market (regulator) — Stock exchange listing
• VStock Transfer, LLC (company) — Transfer agent

FAQ

Industry Context

The golf industry is characterized by established brands and a mature market for equipment. Companies often focus on innovation in materials and design to differentiate products. The market can be sensitive to consumer spending trends and participation rates in golf.

Regulatory Implications

As a publicly traded company, Newton Golf Company is subject to SEC regulations and disclosure requirements. The ratification of the independent auditor and the approval of the equity incentive plan are standard governance procedures that ensure compliance with financial reporting and compensation oversight.

What Investors Should Do

1. Review the proposals for the 2025 Annual Meeting, including director elections, auditor ratification, and the equity incentive plan, to make informed voting decisions.
2. Note the impact of the two reverse stock splits (1-for-10 and 1-for-30) on historical share and per-share data when analyzing financial performance.
3. Consider the implications of the Amended and Restated 2022 Equity Incentive Plan on potential future share dilution and executive compensation strategies.

Key Dates

• 2025-12-18: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and approval of an equity incentive plan.
• 2025-11-18: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-03-17: Second Reverse Stock Split (1-for-30) — Adjusted outstanding shares and per-share amounts retroactively.
• 2024-07-30: First Reverse Stock Split (1-for-10) — Adjusted outstanding shares and per-share amounts retroactively.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including matters to be voted on, director nominees, executive compensation, and other corporate governance information. (This document is the primary source of information for the 2025 Annual Meeting of Stockholders for Newton Golf Company, Inc.)

Proxy Statement

A document that a company sends to its shareholders before a shareholder meeting, soliciting their votes on various matters. (This is the core document for the 2025 Annual Meeting, outlining the proposals and information needed for stockholders to make informed voting decisions.)

Reverse Stock Split

A corporate action in which a company reduces the total number of its outstanding shares by consolidating them. This typically increases the per-share price. (Newton Golf Company has executed two reverse stock splits (1-for-10 and 1-for-30), which have retroactively adjusted all share and per-share amounts presented in the filing.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company it audits, responsible for examining the company's financial statements. (The ratification of Weinberg & Company, P.A. as the independent auditor for fiscal year 2025 is a key proposal at the Annual Meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives as a form of compensation. (The approval of the Amended and Restated 2022 Equity Incentive Plan suggests a focus on executive and employee compensation, potentially impacting future dilution.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Key changes from previous periods would likely include the effects of the two reverse stock splits executed in July 2024 and March 2025, which significantly alter share counts and per-share metrics. The specific proposals for this year's meeting, such as the Amended and Restated 2022 Equity Incentive Plan, also represent a focus area for investor consideration.

Key Financial Figures

• $1.2 billion — GM for Lam Research where he managed a $1.2 billion profit and loss statement. We believe

Filing Documents

• formdef14a.htm (DEF 14A) — 618KB
• formdef14a_001.jpg (GRAPHIC) — 12KB
• proxy_001.jpg (GRAPHIC) — 268KB
• proxy_002.jpg (GRAPHIC) — 239KB
• 0001493152-25-024662.txt ( ) — 2275KB
• nwtg-20241231.xsd (EX-101.SCH) — 3KB
• nwtg-20241231_def.xml (EX-101.DEF) — 5KB
• nwtg-20241231_lab.xml (EX-101.LAB) — 52KB
• nwtg-20241231_pre.xml (EX-101.PRE) — 38KB
• formdef14a_htm.xml (XML) — 3KB

Business

Business 31 i Newton Golf Company, Inc. 551 Calle San Pablo Camarillo, CA 93012 PROXY FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held December 18, 2025 INTRODUCTION The proxy is solicited by the Board of Directors (the "Board of Directors" or "Board") of Newton Golf Company, Inc. (the "Company"), in connection with the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of the Company, to be held on December 18, 2025, at 10:00 a.m. Pacific Time via live webcast at www.virtualshareholdermeeting.com/NWTG2025 . At the Annual Meeting, you will be asked to consider and vote upon the following matters: (1) To elect four directors, Dr. Greg Campbell, Jane Casanta, Brett Hoge and Akinobu Yorihiro, to serve as directors of the Company until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; (2) To ratify the appointment of Weinberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) To approve the Amended and Restated 2022 Equity Incentive Plan; and (4) To transact any other business that may properly come before the Annual Meeting, and any postponements or adjournments thereof. The Board of Directors has fixed the close of business on November 18, 2025 as the record date (the "Record Date") for determining stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Effective July 30, 2024, the Company effected a one-for-ten reverse split of its outstanding shares of common stock (the "First Reverse Stock Split"). Effective March 17, 2025, the Company effected a one-for-thirty reverse split of its outstanding shares of common stock (the "Second Reverse Stock Split" and, together with the First Reverse Stock Split, the "Reverse Splits"). All share and per share amounts and information presented herein

View Full Filing

View this DEF 14A filing on SEC EDGAR