Newton Golf Company, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
NWTG$0.71-5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023708
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022293
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 86 previous paragraphs and 95 current paragraphs.
56 unchanged; 25 reworded; 14 added; 4 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
As a result of Dottie Pepper’s resignation from our Board of Directors on September 28, 2025, we are no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board of Directors be comprised of “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2) (each, an “Independent Director”), and Nasdaq Listing Rule 5605(c)(2), which requires that the audit committee consist of at least three members, each of whom must (i) be an Independent Director, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated in the preparation of our financial statements or of any current subsidiary at any time during the past three years, and (iv) be able to read and understand fundamental financial statements.
Current report
Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4) provide a cure period for these deficiencies until the earlier of (i) our next annual stockholders’ meeting or (ii) September 29, 2026; however, if our next annual stockholders’ meeting is held before March 27, 2026, then the cure period will continue through March 27, 2026. We intend to appoint an additional Independent Director to our Board of the Directors and the audit committee prior to the end of the cure period.
Current report
Business Outlook and Market Positioning
Current report
We believe we are entering a period of strong growth potential as the impact of our multi-year investment in sales, marketing, and brand development becomes increasingly evident in our revenue growth. Our recent revenue performance highlights growing consumer awareness of the Newton brand and rising demand for our Motion-based shaft technologies. Momentum on the professional tours continues to build, with more than 60 players now using Newton shafts across the PGA TOUR Champions, LPGA, and Korn Ferry Tours. This expanding presence among elite golfers underscores the performance characteristics of our products and is contributing to broader market interest. With only three commercial shaft families currently in the market, we intend to announce three additional premium shaft products for release next year. Although we are not providing forward-looking guidance, the planned expansion of our shaft lineup provides additional context for investors evaluating the scope of our product roadmap and the broader range of golfers our technology aims to serve.
Current report
Our distribution mix is also beginning to evolve in ways that may support long-term growth and improved efficiency. For the nine months ending September 30, 2025, 90% of our net sales were generated through direct-to-consumer channels supported by substantial paid media. In recent quarters, we have seen increased inbound interest from national retailers, professional club fitters, and OEM partners. While these relationships remain in early stages, broader engagement across these channels may diversify our revenue mix, reduce reliance on paid media, and expand access to golfers who rely on traditional retail and fitting environments.
Current report
Although our current product mix is concentrated with approximately 98% of sales generated from shafts and 2% from our putter line, we were founded on our patented putter technology. As brand awareness has increased and as potential new sales channels have opened, we believe more golfers may have the opportunity to evaluate our putter products. Recent trends in the putter category, including the commercial success of specialty putter manufacturers such as L.A.B. Golf, demonstrate continued consumer interest in differentiated putting technologies. While we cannot predict how broader market trends will influence demand for our putter products, increased channel access and rising brand visibility may contribute to greater awareness of our putter line over time.
Current report
In October, we launched our dedicated Japanese e-commerce site, enabling direct access to Newton products in the world’s second-largest golf market. Japan represents approximately 8.8 million active golfers and one of the highest per-golfer equipment spend levels globally. Early consumer response and engagement from professional club fitters have been strong reflecting initial interest in Newton’s Motion-based shaft technologies within this market.
Current report
Macro trends across the golf industry also continue to create a favorable backdrop for performance-driven equipment. According to the National Golf Foundation (“NGF”), the United States has approximately 28 million on-course golfers and 19 million off-course participants, representing sustained participation at or near historic highs. Globally, on-course participation is estimated at approximately 64 million golfers. The over-40 age demographic, which is the Company’s core customer profile, remains the highest-spending segment of the equipment market based on NGF demographic analyses. Third-party research from Grand View Research and Fact.MR estimates the global golf-equipment market at approximately $7 to $9 billion and growing at roughly a 5% compound annual rate through 2030, with the United States accounting for nearly half of global equipment spend.
Current report
In addition, golfer engagement channels continue to expand. NGF reports that a growing percentage of committed golfers now utilize professional club fitters, and national fitting networks including Club Champion, GolfTec, 2nd Swing, and True Spec have expanded nationwide, increasing access to environments where golfers evaluate components such as shafts on a performance basis. Off-course golf has also grown significantly, with NGF reporting that off-course participants now nearly equal on-course golfers. Industry researchers, including Golf Datatech, have observed increased adoption of launch monitors and indoor golf simulators across commercial facilities, fitting bays, and home environments. These trends support year-round equipment evaluation, including in colder climates where traditional outdoor golf is seasonal, and may extend the periods during which golfers research, test, and purchase equipment.
Current report
Regulatory developments may further contribute to equipment evaluation cycles. The USGA and R&A have adopted updated golf-ball testing standards that become effective in 2028 for professionals and 2030 for amateurs. While the impact on consumer behavior is uncertain, these updates may lead golfers to reassess equipment needs, including shaft performance characteristics aligned with desired launch and distance outcomes.
Current report
Altogether, our expanding product-development roadmap, increasing engagement from retailers, professional club fitters, and OEMs, and the supportive participation and technological trends across the golf industry provide a constructive context for evaluating our long-term opportunity. While future performance will depend on our execution across product innovation, marketing, and distribution strategies, we believe we are well positioned within these industry tailwinds and remain focused on leveraging these developments to drive long-term value.
Current report
Net cash used in financing activities for the nine months ending September 30, 2025 totaled $616,000, and consisted of a stock repurchase of $500,000, deferred offering costs of $35,000 related to the Company’s ATM filing, and repayment of a software licensing obligation of $32,000. Net cash provided by financing activities for the nine months ending September 30, 2024 totaled $131,000 and related to repayment of a software licensing obligation.
Current report
Going Concern and Liquidity
Current report
On October 24, 2024, we entered into the ATM Offering Agreement, as sales agent, permitting the Company to offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $10.0 million pursuant to our effective shelf registration statement on Form S-3. The ATM provides a potential source of liquidity; however, the amount of capital we can raise under the program will depend on market conditions and investor demand.
Removed paragraphs (4)
Previous report
On January 29, 2025, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock not maintaining a closing bid price of at least $1.00 per share for a period of 30 consecutive business days (the “Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for the typical 180-calendar-day period to regain compliance due to the fact that the Company had effected a reverse stock split within the prior one-year period.
Previous report
The Company requested a hearing before a Hearings Panel (the “Panel”), as provided in the Nasdaq rules. The hearing request automatically stayed any suspension or delisting action pending the hearing. On March 11, 2025, the hearing was held, and the Company requested an extension based on its intent to effect a reverse stock split. The Panel granted an extension to the Company to regain compliance, and the Company effected a 1-for-30 reverse split on March 17, 2025. By letter dated April 4, 2025, Nasdaq informed the Company that it had regained compliance with the Bid Price Requirement.
Previous report
On April 14, 2025, the Company received a deficiency letter from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on Nasdaq (the “Stockholders’ Equity Requirement”). As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the deficiency in the Stockholders’ Equity Requirement was a result of the derivative liability from the issuance of the Company’s Series A Warrants and Series B Warrants in December 2024. However, because most of the Series B Warrants were exercised on or before March 31, 2025, the Company’s stockholders’ equity as of such date was $6.2 million, which was in excess of the Stockholders’ Equity Requirement. As a result, on May 27, 2025, the Company received formal notice from Nasdaq stating that, based on the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company had regained compliance with the Stockholders’ Equity Requirement.
Previous report
Net cash used in investing activities for the six months ending June 30, 2025 totaled $577,000, and was driven by a stock repurchase totaling $500,000, $49,000 of prior year offering costs captured in six months ended June 30, 2025 plus $28,000 for the repayment of our software licensing obligation. Net cash provided by financing activities for the six months ending June 30, 2024 was $23,000, and was for repayment of our software licensing obligation.
Reworded paragraphs (25)
Previous wording
Nasdaq Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
Current wording
Nasdaq Notice of Failure to Satisfy a Continued Listing Rule or Standard
Previous wording
Our net sales increased $1,255,000, or 154%, to $2,068,000 during the three months ending June 30, 2025, compared to $813,000 during the three months ending June 30, 2024. The increase in net sales was from the introduction of our Newton Motion driver shaft product line in November 2023, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. For the three months ending June 30, 2025, we generated $2,026,000 of net sales from Newton Motion shafts, and we generated approximately 92% of our net sales through our websites.
Current wording
Our net sales increased $1,371,000, or 113%, to $2,582,000 during the three months ending September 30, 2025, compared to $1,211,000 during the three months ending September 30, 2024. The increase in net sales was from the continued adoption of our Newton Motion driver shaft product line, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. For the three months ending September 30, 2025, we generated $2,553,000 of net sales from Newton Motion shafts, and we generated approximately 95% of our net sales through our websites.
Previous wording
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $345,000, 106%, to $669,000 for the three months ending June 30, 2025, compared to $324,000 for the three months ending June 30, 2024 due to our increase in net sales. Our gross margin was 68% and 60% for the three months ending June 30, 2025 and 2024, respectively. The increase in gross margin was due to the change in product mix sold, lower discounts and additional volume lowering our per unit cost as compared to the prior year period.
Current wording
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $442,000, or 109%, to $848,000 for the three months ending September 30, 2025, compared to $406,000 for the three months ending September 30, 2024 due to our increase in net sales. Our gross margin was 67% and 66% for the three months ending September 30, 2025 and 2024, respectively. The increase in gross margin was due to the change in product mix sold, and additional volume lowering our per unit cost as compared to the prior year period.
Previous wording
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased approximately $1,279,000, or 86% to $2,763,000 during the three months ending June 30, 2025, compared to $1,484,000 during the three months ending June 30, 2024. The increase is primarily attributed to increased sales, marketing and employee related costs to support growth, plus an increase in professional services, as compared to the prior year period.
Current wording
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased approximately $1,362,000, or 80% to $3,056,000 during the three months ending September 30, 2025, compared to $1,694,000 during the three months ending September 30, 2024. The increase in selling, general and administrative expense primarily reflects higher sales, marketing, and employee-related costs to support expanding demand and brand-building efforts. The increase also includes additional public-company costs and higher professional service expenses, including consulting and system-integration work related to the optimization of our enterprise systems, such as NetSuite, AfterShip, demand-planning tools, and related connectors intended to improve operational efficiency and support scalability. We also incurred higher professional and advisory fees associated with supporting the Company’s growth initiatives and overall operating infrastructure as compared to the prior-year period.
Previous wording
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses decreased $64,000, or 31% to $143,000 during the three months ending June 30, 2025, compared to $207,000 during the three months ending June 30, 2024.
Current wording
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses decreased $19,000, or 9% to $182,000 during the three months ending September 30, 2025, compared to $201,000 during the three months ending September 30, 2024. These costs reflect ongoing investment in product innovation as we continue to enhance and broaden our technology-driven product portfolio.
Previous wording
Interest income was $29,000 for the three months ending June 30, 2025, compared to interest income of $47,000 for the three months ending June 30, 2024. The decrease in interest income was due to lower interest earned on our bank balances, as compared to the prior year period.
Current wording
Net interest income for the three months ending September 30, 2025 was $20,000, compared to $30,000 for the three months ending September 30, 2024. The decrease was primarily due to lower interest earned on bank balances during the current period.
Previous wording
Loss from operations increased to $1.5 million for the three months ending June 30, 2025, compared to $1.2 million for the three months ending June 30, 2024. The increase in our loss from operations was primarily driven by an increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Current wording
Loss from operations increased to $1.5 million for the three months ending September 30, 2025, compared to $1.1 million for the three months ending September 30, 2024. The increase in our loss from operations was primarily driven by an increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Previous wording
The change in fair value of warrant liability was due to an increase in the Series A Warrants of $211,000, partially offset by a decrease in the fair value of the remaining Series B Warrants of $169,000, for a total decrease in fair value of $42,000.
Current wording
The change in fair value of warrant liability was due to an increase in the Series A Warrants of $18,000 and Series B Warrants of $78,000, for a total increase in fair value of $96,000.
Previous wording
Net loss increased $365,000, or 32% to $1,520,000 during the three months ending June 30, 2025, compared to $1,155,000 for the three months ending June 30, 2024. The increase in our net loss was primarily driven by an increase in selling, general, and administrative expenses, partially offset by an increase in gross profit.
Current wording
Net loss increased $520,000, or 49% to $1,580,000 during the three months ending September 30, 2025, compared to $1,060,000 for the three months ending September 30, 2024. The increase in our net loss was primarily driven by an increase in selling, general, and administrative expenses, partially offset by an increase in gross profit.
Previous wording
Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024
Current wording
Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Previous wording
The following is a comparison of our results of operations for the six months ending June 30, 2025 and 2024 (amounts are rounded to the nearest thousand):
Current wording
The following is a comparison of our results of operations for the nine months ending September 30, 2025 and 2024 (amounts are rounded to the nearest thousand):
Previous wording
Our net sales increased $2,115,000, or 182%, to $3,278,000 for the six months ending June 30, 2025, compared to $1,163,000 for the six months ending June 30, 2024. The increase in net sales was primarily from the introduction of our Newton Motion driver shaft product line in November 2023, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. We generated $3,200,000 of net sales from Newton Motion shafts, and we generated approximately 92% of our net sales through our websites.
Current wording
Our net sales increased $3,486,000, or 147%, to $5,860,000 for the nine months ending September 30, 2025, compared to $2,374,000 for the nine months ending September 30, 2024. The increase in net sales was primarily from the continued adoption of our Newton Motion driver shaft product line in November 2023, our Newton Motion fairway shaft product line in April 2024, and our Newton Fast Motion driver product line in April 2025. We generated $5,754,000 of net sales from Newton Motion shafts, and we generated approximately 93% of our net sales through our websites.
Previous wording
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $559,000, or 119% to $1,027,000 for the six months ending June 30, 2025, compared to $468,000 for the six months ended June 30, 2024, primarily due to our increase in net sales. Our gross margin was 69% and 60% for the six months ending June 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to the change in product mix sold and additional volume lowering our per unit cost as compared to the prior year period
Current wording
Cost of goods sold represents primarily our material, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products. Our cost of goods sold increased by $1,001,000, or 115% to $1,875,000 for the nine months ending September 30, 2025, compared to $874,000 for the nine months ending September 30, 2024, primarily due to our increase in net sales. Our gross margin was 68% and 63% for the nine months ending September 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to the change in product mix sold and additional volume lowering our per unit cost as compared to the prior year period
Previous wording
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased $2,549,000, or 93%, to $5,304,000 for the six months ending June 30, 2024, compared to $2,755,000 for the six months ending June 30, 2024. The increase is primarily attributed to increased sales, marketing and employee related costs to support growth, plus additional legal expense associated with the special stockholder meeting, Series B Warrant exercises, higher accounting and audit expense associated with warrant valuation and warrant accounts, transfer agent costs associated with the exercise of Series B Warrants, and proxy solicitor costs associated with special a stockholder meeting.
Current wording
Selling, general and administrative expenses include employee costs, legal and professional fees, sales and marketing expenses, stock-based compensation, public company expenses, rent, depreciation and other general expenses. Our selling, general and administrative expenses increased $3,911,000, or 88%, to $8,360,000 for the nine months ending September 30, 2025, compared to $4,449,000 for the nine months ending September 30, 2024. The increase in selling, general and administrative expense primarily reflects higher sales, marketing, and employee-related costs to support expanding demand and brand-building efforts. The period also reflects higher public-company operating costs, including legal expenses related to the special stockholder meeting and Series B Warrant exercises, increased accounting and audit fees associated with warrant valuation and accounting requirements, transfer agent costs in connection with the exercise of Series B Warrants, and proxy solicitation costs associated with the special stockholder meeting. In addition, the increase includes professional service costs associated with our enterprise systems, including NetSuite, AfterShip, demand-planning tools, and related connectors intended to improve operational efficiency and support scalability.
Previous wording
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses increased $28,000 to $425,000, or 7% during the six months ending June 30, 2025, compared to $397,000 during the six months ending June 30, 2024. The additional cost was to support increased research and development activities that included the release of our Fast Motion shaft in April 2025.
Current wording
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs. Research and development expenses increased $9,000 to $607,000, or 2% during the nine months ending September 30, 2025, compared to $598,000 during the nine months ending September 30, 2024. These costs reflect ongoing investment in product innovation as we continue to enhance and broaden our technology-driven product portfolio.
Previous wording
Loss from operations increased $1,021,000, or 42%, to $3,478,000 for the six months ending June 30, 2025, compared to $2,457,000 for the six months ending June 30, 2024. The increase in our loss from operations was primarily driven by the increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Current wording
Loss from operations increased $1,435,000, or 40%, to $4,982,000 for the nine months ending September 30, 2025, compared to $3,547,000 for the nine months ending September 30, 2024. The increase in our loss from operations was primarily driven by the increase in selling, general, and administrative expenses, partially offset by the increase in gross profit.
Previous wording
Interest income was $74,000 for the six months ending June 30, 2025, compared to interest income of $109,000 for the six months ending June 30, 2024. The decrease in interest income was due to lower interest earned on our bank balances, as compared to the prior year period.
Current wording
Net interest income for the nine months ending September 30, 2025 was $94,000, compared to $139,000 for the nine months ending September 30,2024. The decrease was primarily due to lower interest earned on bank balances during the current period.
Previous wording
The change in fair value of warrant liability was due to a reduction in the fair value of the Series A Warrants of $1,417,000, partially offset by an increase in the fair value of the remaining Series B Warrants of $58,000, for a total decrease in fair value of $1,359,000.
Current wording
The change in fair value of warrant liability was due to a reduction in the fair value of the Series A Warrants of $1,399,000, partially offset by an increase in the fair value of the remaining Series B Warrants of $136,000, for a total decrease in fair value of $1,263,000.
Previous wording
Net loss decreased $303,000 to $2,045,000, or 13% for the six months ending June 30, 2025, compared to a $2,348,000 net loss for the six months ending June 30, 2024. The decrease in net loss was primarily due to an increase in gross profit and the change in fair value of warrant liability, partially, all offset by an increase in operating expenses.
Current wording
Net loss increased $217,000 to $3,625,000, or 6% for the nine months ending September 30, 2025, compared to a $3,408,000 net loss for the nine months ending September 30, 2024. The increase in net loss was primarily due to an increase in selling, general, and administrative expenses, partially offset by an increase in gross profit.
Previous wording
Net cash used in operating activities for the six months ending June 30, 2025 totaled $2,777,000, compared to net cash used in operating activities for the six months ending June 30, 2024 of $2,341,000. The increase in net cash used in operations for the six months ending June 30, 2025, was primarily from additional legal expense associated with a special stockholder meeting, and Series B Warrant exercises, higher accounting and audit expense associated with warrant valuation and warrant accounts, transfer agent costs associated with the exercise of Series B Warrants, and proxy solicitor costs associated with a special stockholder meeting, partially offset by higher gross margin.
Current wording
Net cash used in operating activities for the nine months ending September 30, 2025 totaled $4,101,000, compared to net cash used in operating activities for the nine months ending September 30, 2024 of $3,431,000. The increase in net cash used in operations was primarily attributable to higher legal, accounting, and professional service expenses associated with a special stockholder meeting and the Series B Warrant exercises, as well as increased public company compliance costs, partially offset by higher gross margin during the period.
Previous wording
Net cash used in investing activities for the six months ending June 30, 2025 totaled $291,000 for the purchase of property and equipment. Net cash used in investing activities for the six months ending June 30, 2024 totaled $188,000, and was for the purchase of software licensing and property and equipment.
Current wording
Net cash used in investing activities for the nine months ending September 30, 2025 totaled $384,000 for the purchase of property and equipment. Net cash used in investing activities for the nine months ending September 30, 2024 totaled $463,000, and was for the purchase of software licensing and property and equipment.
Previous wording
The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ending June 30, 2025, we incurred a net loss of $2,045,000 and used cash in operations of $2,777,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed financial statements being issued. These accompanying condensed financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Current wording
The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As reflected in these condensed financial statements, during the nine months ending September 30, 2025, the Company incurred a net loss of $3,625,000 and used cash in operations of $4,101,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed financial statements are issued. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
As of June 30, 2025, we had cash and cash equivalents on hand in the amount of $4,005,000. We expect our cash on hand on June 30, 2025, to last for at least the next nine months.
Current wording
As of September 30, 2025, the Company had cash and cash equivalents of $2,549,000 and expects its available cash to fund operations for at least the next five months.
Previous wording
The continuation of the Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow from operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing, or grant unfavorable terms in licensing future licensing agreements.
Current wording
The Company’s ability to continue as a going concern is dependent upon obtaining additional debt or equity financing to fund operations until positive cash flow can be generated. No assurance can be given that the Company will be able to secure such financing, or, if available, that it will be on terms acceptable to the Company. Any debt financing may impose restrictive covenants on operations, while equity financing may result in significant dilution to stockholders. Strategic or licensing arrangements, if pursued, may also include terms that are unfavorable to the Company.
Previous wording
ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Current wording
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board in ASC 480,Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815,Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board in ASC 480,Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815,Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to