Newton Golf Company, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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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.
Jun 30, 2026 · Filed Aug 14, 2026
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 2026-03-31; filed 2026-05-14.
0001493152-26-023127
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038399
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 134 previous paragraphs and 156 current paragraphs.
55 unchanged; 39 reworded; 54 added; 38 removed; 2 previous and 8 current paragraphs rearranged.
Tables are not compared: 2 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 (54)
Current report
Subsequent to June 30, 2026, the Company entered into a $5.0 million senior secured revolving credit facility, which matures on July 1, 2028 and bears interest at Daily Simple SOFR plus 13%, and completed the exchange of approximately $2.3 million of outstanding Convertible Notes, including accrued interest, for Series A Convertible Preferred Stock. These transactions increased available liquidity, reduced outstanding indebtedness, and increased stockholders’ equity. On August 14, 2026, the Company also completed a private placement financing at a purchase price of $1.33 per share for aggregate gross proceeds of approximately $1.0 million and net proceeds of approximately $880,000.
Current report
●**Manufacturing transition activities.**In conjunction with the manufacturing transition undertaken during the spring of 2026, the Company introduced updated versions of its Fast Motion driver shaft and Motion driver and fairway shafts. The updated products, referred to as the Company’s “2.0” shafts and differentiated by green product logos, incorporate refinements to the Company’s manufacturing techniques, equipment utilization, bend profiles, product specifications and production tolerances.
Current report
The 2.0 shafts were designed to provide more consistent performance characteristics, tighter ball-flight dispersion, improved continuity between driver and fairway shaft specifications and a broader fitting profile across different player types. The Company believes these refinements also provide greater manufacturing consistency and tighter production tolerances. The updated shafts have experienced strong initial adoption among professional players using Newton Golf products on various professional tours, including significant conversion from prior-generation shafts to the 2.0 products and recent adoption of the updated Motion fairway wood shaft by multiple players on the PGA TOUR Champions.
Current report
As part of this transition, the Company implemented updates to certain shaft manufacturing recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities designed to improve product quality, production consistency, and manufacturing scalability.
Current report
The Company also experienced temporary carbon fiber supply constraints, which, together with the manufacturing transition activities, reduced production throughput and delayed the fulfillment of certain customer orders. As a result, the Company temporarily moderated its marketing activities to better align demand with available manufacturing capacity and avoid generating demand beyond its ability to fulfill customer orders on a timely basis.
Current report
Subsequent to quarter end, the Company secured additional carbon fiber supply from Toray Japan, while availability from Toray U.S. improved. As manufacturing capacity and raw material availability improved, the Company began selectively resuming marketing initiatives in late July 2026 and increasing production of its updated 2.0 shaft products. Marketing activity remains below historical levels as the Company transitions to a new marketing agency and has not yet fully ramped paid media expenditures.
Current report
Marketing Strategy. During the quarter, the Company evaluated its direct-to-consumer strategy and implemented changes intended to improve the efficiency and effectiveness of its customer acquisition efforts. As part of this initiative, the Company engaged a new marketing agency to oversee its direct-to-consumer business, refine the Company’s brand messaging, diversify customer acquisition channels, and broaden awareness of the Company’s proprietary shaft technology among golfers. Sales and marketing expenses decreased approximately $1.0 million during both three and six months ended June 30, 2026 compared with the corresponding prior-year periods, reflecting the Company’s decision to moderate marketing expenditures while manufacturing capacity and raw material availability were constrained.
Current report
During the manufacturing transition and periods of constrained raw material availability, the Company intentionally moderated marketing expenditures to align customer demand with available production capacity. With manufacturing throughput improving and additional carbon fiber supply secured, the Company has resumed its marketing initiatives.
Current report
During the second quarter of 2026, the Company introduced updated versions of its Fast Motion driver shaft and Motion driver and fairway shafts. These updated “2.0” products incorporate refinements to shaft design, manufacturing techniques, bend profiles, product specifications and production tolerances, and are differentiated from prior-generation products by green product logos.
Current report
During the three and six months ended June 30, 2026, the Company implemented updates to certain existing shaft recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, production consistency, and manufacturing scalability. These activities were undertaken in conjunction with the introduction of updated versions of the Company’s Fast Motion driver shaft and Motion driver and fairway shafts. During the same period, the Company also experienced temporary constraints in the availability of carbon fiber, which further limited manufacturing capacity. Collectively, these factors temporarily reduced production throughput and delayed the fulfillment of certain customer orders.
Current report
In accordance with the Company’s accounting policies, approximately $704,000 of idle manufacturing costs during the six months ended June 30, 2026 were recognized as period costs and classified within research and development and general and administrative expenses rather than capitalized into inventory or included in cost of sales. Accordingly, these costs increased operating expenses rather than cost of sales.
Current report
In response to these manufacturing and supply constraints, the Company intentionally moderated its marketing activities to align customer demand with available production capacity, reduce its order backlog, and avoid generating demand beyond its ability to fulfill customer orders on a timely basis. Subsequent to quarter end, the Company secured additional carbon fiber supply from Toray Japan, while supply availability from Toray U.S. improved. Beginning in late July 2026, as manufacturing capacity and raw material availability improved, the Company began selectively resuming marketing initiatives. Initial results from these activities have been encouraging; however, overall marketing activity remains below historical levels as the Company transitions to a new marketing agency and has not yet fully ramped paid media expenditures. The Company intends to increase marketing activity in a measured manner as production capacity and material availability support higher demand and timely order fulfillment.
Current report
These costs are expected to continue as long as the Company remains a publicly traded company.
Current report
Our net sales decreased $0.8 million, or 36%, to $1.3 million during the three months ended June 30, 2026, compared to $2.1 million during the three months ended June 30, 2025. The decrease was driven primarily by reduced manufacturing capacity at the Company’s shaft production facility as the Company continued implementing updates to certain existing shaft recipes and related production processes in connection with the introduction of updated versions of its Fast Motion driver shaft and Motion driver and fairway shafts, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, production consistency, and manufacturing scalability. In addition, temporary constraints in the availability of carbon fiber further limited production capacity during the quarter. Collectively, these factors reduced production throughput and delayed the shipment of certain customer orders.
Current report
During the quarter, the Company also moderated marketing expenditures to align customer demand with available manufacturing capacity. Subsequent to quarter end, manufacturing capacity improved following the completion of certain manufacturing transition activities and improved carbon fiber availability.
Current report
Cost of goods sold decreased approximately $0.3 million, or 39%, to approximately $0.4 million for the three months ended June 30, 2026, compared to approximately $0.7 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower sales volumes resulting from reduced production throughput during the Company’s manufacturing transition and temporary carbon fiber supply constraints.
Current report
Gross margin increased to 69.2% for the three months ended June 30, 2026, compared to 67.6% for the three months ended June 30, 2025. The increase was primarily attributable to a more favorable product and sales channel mix, including a higher proportion of direct-to-consumer sales, partially offset by manufacturing inefficiencies associated with the Company’s ongoing manufacturing transition.
Current report
Research and development expenses increased $205,000, or 143%, to $348,000 for the three months ended June 30, 2026, compared to $143,000 for the three months ended June 30, 2025. The increase was primarily attributable to approximately $0.1 million of overtime and travel costs associated with the Company’s manufacturing transition, together with approximately $0.1 million of manufacturing labor reclassified to research and development to reflect work performed on product and manufacturing process improvements.
Current report
Loss from operations increased approximately $0.03 million to $1.54 million for the three months ended June 30, 2026, compared to $1.51 million for the three months ended June 30, 2025. The increase was primarily attributable to lower net sales resulting from reduced manufacturing throughput associated with the Company’s manufacturing transition and temporary carbon fiber supply constraints, together with increased operating expenses related to idle manufacturing capacity and higher research and development costs associated with manufacturing process improvements, offset by lower sales and marketing expenses and an improvement in gross margin driven by a more favorable product and sales channel mix.
Current report
As discussed above, the Company intentionally moderated its marketing activities to align customer demand with available manufacturing capacity while completing its manufacturing transition and securing additional raw material supply. Subsequent to quarter end, the Company secured additional carbon fiber supply, substantially completed its manufacturing transition activities, improved manufacturing capacity and production throughput, and resumed marketing initiatives under its revised commercial strategy. As a result, the Company believes it is better positioned to reduce customer order backlog, improve order fulfillment, and support future revenue growth.
Current report
Interest income (expense), net
Current report
Interest expense, net was $43,000 for the three months ended June 30, 2026, compared to interest income, net of $29,000 for the three months ended June 30, 2025. The change was primarily due to lower interest income on cash balances and interest expense incurred on Convertible Notes issued during the first half of 2026.
Current report
Amortization of debt discount
Current report
Amortization of debt discount was $35,000 for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, reflecting the amortization of debt discounts related to Convertible Notes issued during the first half of 2026.
Current report
The Company recognized a non-cash loss of approximately $0.6 million from the change in the fair value of its warrant liabilities. The net loss consisted primarily of an approximately $0.9 million loss resulting from an increase in the fair value of the Series A Warrant liability, partially offset by an approximately $0.2 million gain resulting from a decrease in the fair value of the Series B Warrant liability.
Current report
Net loss
Current report
Net loss increased approximately $0.8 million to $2.3 million for the three months ended June 30, 2026, compared to $1.5 million for the three months ended June 30, 2025. The increase was primarily attributable to the change in the fair value of warrant liabilities of $0.6 million plus a higher operating loss.
Current report
Net Sales
Current report
During the period, the Company also moderated marketing expenditures to align customer demand with available manufacturing capacity. Subsequent to quarter end, manufacturing capacity improved following the completion of certain manufacturing transition activities and the Company’s securing of additional carbon fiber supply. Beginning in late July 2026, the Company began selectively resuming marketing initiatives as production capacity and material availability improved.
Current report
Cost of goods sold
Current report
Cost of goods sold decreased approximately $0.3 million, or 25%, to approximately $0.8 million for the six months ended June 30, 2026, compared to approximately $1.0 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower sales volumes resulting from reduced production throughput during the Company’s manufacturing transition and temporary carbon fiber supply constraints.
Current report
Gross margin was 67% for the six months ended June 30, 2026, compared to 69% for the six months ended June 30, 2025. The decrease was primarily attributable to manufacturing inefficiencies associated with reduced production throughput and idle manufacturing capacity during the Company’s manufacturing transition, partially offset by a more favorable product and sales channel mix, including a higher proportion of direct-to-consumer sales.
Current report
Operating expenses
Current report
Selling, General and Administrative Expenses
Current report
Research and Development Expenses
Current report
Research and development expenses increased $0.3 million, or 64%, to $0.7 million for the six months ended June 30, 2026, compared to $0.4 million for the six months ended June 30, 2025. The increase was primarily attributable to $0.2 million of manufacturing labor reclassified to research and development to reflect work performed on product and manufacturing process improvements.
Current report
Loss from operations
Current report
The increase was primarily attributable to lower net sales resulting from reduced manufacturing throughput associated with the Company’s manufacturing transition and temporary carbon fiber supply constraints, together with increased operating expenses related to idle manufacturing capacity, higher stock-based compensation costs, and increased research and development activities associated with manufacturing process improvements. These factors were partially offset by lower sales and marketing expenses resulting from the Company’s decision to moderate marketing activities while aligning customer demand with available manufacturing capacity.
Current report
Interest income (expense), net
Current report
Interest expense, net was $45,000 for the six months ended June 30, 2026, compared to interest income, net of $74,000 for the six months ended June 30, 2025. The change was primarily due to lower interest income on cash balances and interest expense incurred on Convertible Notes issued during the first half of 2026.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Removed paragraphs (38)
Previous report
In connection with the initial closing on March 16, 2026, the Company issued a Convertible Note to entities affiliated with and controlled by Brett Hoge, one of the Company’s directors, in the aggregate principal amount of $500,000, which bears interest at a rate of 10% per annum and matures in 18 months, along with a five-year warrant to purchase 50,000 shares of common stock at an exercise price of $1.75 per share. The convertible promissory note, including accrued interest, is convertible into shares of common stock at maturity at a conversion price of $1.60 per share.
Previous report
Subsequent to March 31, 2026, the Company issued additional Convertible Notes in the aggregate principal amount of $850,000 to unrelated third-party investors pursuant to the Purchase Agreement (see Note 8). The Convertible Notes were issued together with corresponding Warrants to purchase shares of the Company’s common stock on substantially similar terms to those previously disclosed. These financings were intended to support working capital and operational initiatives (see Note 9).
Previous report
●**Manufacturing transition activities.**The Company implemented updates to certain shaft recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, consistency, and manufacturing scalability. These activities temporarily reduced production throughput and manufacturing utilization during the quarter, which adversely impacted gross profit and delayed shipment timing on certain customer orders.
Previous report
Market Adoption
Previous report
The Company continues to see adoption of its shaft products among professional golfers and professional club fitters, which management believes supports brand awareness and demand for its products.
Previous report
Sales during the quarter continued to be driven primarily by demand for the Newton Motion shaft platform across direct-to-consumer and professional fitting channels.
Previous report
Management continues to evaluate expanded distribution opportunities for the Newton Gravity product line through professional club fitters and retail partners.
Previous report
During the three months ended March 31, 2026, the Company implemented updates to certain existing shaft recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, consistency, and manufacturing scalability. These activities temporarily reduced production throughput and manufacturing utilization during the quarter, which adversely affected gross profit as fixed production costs were absorbed over lower production volumes and delayed fulfillment of certain customer orders into subsequent periods.
Previous report
These costs continue to impact operating expenses during the three months ended March 31, 2026.
Previous report
The Company continues to monitor supplier pricing and availability of key production inputs.
Previous report
Overview of Operating Results
Previous report
Reduced production throughput delayed shipment timing on certain customer orders during the quarter. As of March 31, 2026 the Company had $0.9 million in customer deposits and $0.3 million in open wholesale sales orders, which collectively represent approximately $1.2 million of expected future revenue upon shipment of the related orders. The increase in customer deposits compared to prior periods reflects advance payments on customer orders, including orders delayed during the manufacturing transition period.
Previous report
Cost of goods sold was virtually flat for the three months ended March 31, 2026, compared to the prior year period.
Previous report
Gross margin was 63% for the three months ended March 31, 2026, compared to 70% for the three months ended March 31, 2025. The decrease is primarily attributed to temporarily reduced production throughput and manufacturing utilization during the quarter, which adversely affected gross margin as fixed production costs were absorbed over lower production volumes.
Previous report
The Company is also enhancing its manufacturing management and operational planning processes to support the continued scaling of production operations. In January 2026, the Company expanded the operational responsibilities of its Chief Financial Officer to include oversight of manufacturing and operational functions, strengthening coordination between financial management and factory operations. In addition, the Company hired a manufacturing executive in April with over 25 years of experience to support new product launches and production scaling initiatives.
Previous report
As production volumes increase, the Company expects to benefit from improved manufacturing efficiencies and more stable production planning. However, gross margins may fluctuate in future periods based on production efficiency, product mix, and sales channel mix, including the relative contribution of direct-to-consumer and wholesale sales.
Previous report
Management expects manufacturing utilization to improve in subsequent periods as these transition activities are completed, which may positively impact gross margin.
Previous report
Research and development expenses increased approximately $0.1 million to $0.35 million, or 23%, for the three months ended March 31, 2026, compared to $0.28 million for the three months ended March 31, 2025.
Previous report
The increase was primarily attributable to $0.1 million of factory research and development activities associated with manufacturing transition activities at the factory as the Company implemented updates to certain existing shaft recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, consistency, and manufacturing scalability.
Previous report
The increase in operating loss was primarily attributable to the reduced capacity at the factory, which reduced gross profit and increased operating expenses associated with idle manufacturing capacity during the quarter.
Previous report
As discussed above, the Company had $0.9 million in customer deposits and $0.3 million in open wholesale sales orders as of March 31, 2026 compared to $0.1 million as of December 31, 2025, reflecting the impact of delayed order fulfillment during the manufacturing transition period. Collectively the deposits and open wholesale orders represent an additional $1.2 million of expected future revenue once the respective orders are shipped and recognized as revenue in future periods.
Previous report
Other income (expense), net
Previous report
Interest expense, net was $2,000 for the three months ended March 31, 2026, compared to interest income net of $45,000 for the three months ended March 31, 2025. The change from interest income to interest expense was primarily attributable to lower average cash balances during the three months ended March 31, 2026 compared to the prior year period. The Company also incurred amortization of debt discount for the three months ended March 31, 2026 related to the Convertible Note offering of $2,000 (see Note 8, 9) that did occur in the prior year.
Previous report
Net loss and Strategic Investments
Previous report
Net loss was $2.6 million for the three months ended March 31, 2026, compared to $525,000 for the three months ended March 31, 2025.
Previous report
Net loss for the three months ended March 31, 2025 included a $1.4 million non-cash gain related to the change in the fair value of warrant liabilities, which did not recur in the current year period. Excluding the impact of changes in the fair value of warrant liabilities, the increase in net loss period over period is primarily attributable to higher operating loss.
Previous report
The loss from operations increased period over period, primarily reflecting reduced manufacturing capacity during the quarter, as well as continued investment in personnel and operational infrastructure.
Previous report
Marketing expenses were moderated during the three months ended March 31, 2026 as the Company aligned demand generation with reduced manufacturing capacity. The reduction in marketing spend was primarily driven by operational capacity constraints rather than changes in demand conditions during the period.
Previous report
During the three months ended March 31, 2026, the Company’s manufacturing facility operated at reduced capacity as a result of the implementation of new shaft recipes, recalibration of machining processes, maintenance activities, and modifications to finishing workflows.
Previous report
Management believes these investments position the Company for continued revenue expansion as brand awareness increases, additional product configurations are introduced, and distribution expands through professional club fitters, retail partners, international distributors, and potential OEM relationships.
Previous report
Management expects marketing investment levels to scale in alignment with production capacity as these operational initiatives are completed.
Previous report
While these factors have contributed to operating losses in the near term, management believes they position the Company for improved operating leverage over time as production volumes increase and manufacturing utilization improves.
Previous report
The following section discusses the Company’s liquidity, capital resources, and financing strategy to support these growth initiatives.
Previous report
Subsequent to March 31, 2026, the Company issued additional Convertible Notes in the aggregate principal amount of $850,000 to unrelated third-party investors pursuant to the previously disclosed Purchase Agreement dated March 16, 2026 (see Note 8). The Convertible Notes were issued together with corresponding Warrants to purchase shares of the Company’s common stock on substantially similar terms to those previously disclosed (see Note 9).
Previous report
Management has the ability to adjust the timing and level of certain of these investments, which may impact both the Company’s cash requirements and growth trajectory.
Previous report
To the extent production volumes increase and manufacturing utilization improves, management expects operating leverage to improve, which may reduce reliance on external financing over time.
Previous report
The Company intends to submit its compliance plan within the required timeframe and is evaluating actions to strengthen its balance sheet and stockholders’ equity. However, there can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted.
Previous report
Subsequent to March 31, 2026, the Company raised additional capital through the issuance of Convertible Notes, as described above.
Reworded paragraphs (39)
Previous wording
During the three months ended March 31, 2026, several factors influenced the Company’s operations and financial position, including:
Current wording
During the three and six months ended June 30, 2026, several factors influenced the Company’s operations and financial position, including:
Previous wording
●New product introduction. The Company introduced the Fast Motion fairway wood shaft and hybrid shafts at the 2026 PGA Show, which are expected to launch commercially during the third quarter of 2026.
Current wording
●New product introduction. The Company introduced the Fast Motion fairway wood shaft and hybrid shafts at the 2026 PGA Show, which are expected to launch commercially during the fourth quarter of 2026 or the first quarter of 2027.
Previous wording
●Capital raising activities On March 16, 2026, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to issue, at one or more closings, unsecured promissory notes in an aggregate funded amount of up to $2,000,000 and warrants to purchase shares of the Company’s common stock at an exercise price of $1.75 per share, subject to adjustment from time to time.
Current wording
●**Capital raising activities.**On March 16, 2026, the Company entered into the Purchase Agreement providing for the issuance, in one or more closings, of Convertible Notes with an aggregate principal amount of up to $2.0 million, together with Warrants to purchase shares of the Company’s common stock at an exercise price of $1.75 per share, subject to adjustment. On May 28, 2026, the Company’s Board of Directors approved an amendment increasing the maximum aggregate principal amount of Convertible Notes available under the Purchase Agreement to $3.0 million.
Previous wording
At the initial closing on March 16, 2026, the Company issued a Convertible Note with an aggregate principal amount of $500,000, which bears interest at a rate of 10% per annum and matures in 18 months, along with a five-year Warrant to purchase 50,000 shares of common stock. The Convertible Notes, including accrued interest, are convertible into shares of the Company’s common stock at a conversion price of $1.60 per share.
Current wording
During the six months ended June 30, 2026, the Company issued an aggregate principal amount of $2.25 million of Convertible Notes pursuant to the Purchase Agreement. The Convertible Notes bear interest at 10% per annum, mature 18 months from issuance, and are convertible, together with accrued interest, into shares of the Company’s common stock at a conversion price of $1.60 per share at maturity. In connection with these issuances, the Company also issued five-year Warrants to purchase an aggregate of 225,000 shares of common stock at an exercise price of $1.75 per share. Net proceeds from these financings were used for working capital and general corporate purposes (see Notes 8 and 9).
Previous wording
We sell our products through a combination of direct-to-consumer channels, including our websites, as well as through resellers, professional club fitters, distributors, and golf retailers. We currently distribute products primarily in the United States, with additional distribution in international markets including Japan and South Korea.
Current wording
We sell our products through direct-to-consumer channels, including our websites, as well as through resellers, professional club fitters, distributors, and golf retailers. We currently distribute products primarily in the United States, with additional distribution in international markets including Japan and South Korea.
Previous wording
The Newton Motion™ shaft platform continues to represent the Company’s primary product category and the principal driver of revenue during the three months ended March 31, 2026.
Current wording
The Newton Motion™ shaft platform continues to represent the Company’s primary product category and the principal driver of revenue during the six months ended June 30, 2026.
Previous wording
The Company also introduced the Fast Motion fairway wood shaft and hybrid shafts at the 2026 PGA Show, which are expected to launch commercially during the third quarter of 2026.
Current wording
The Company also introduced the Fast Motion fairway wood shaft and hybrid shafts at the 2026 PGA Show, which are expected to launch commercially during the fourth quarter 2026 or the first quarter of 2027.
Previous wording
Golf equipment sales are generally seasonal, with demand typically increasing during the spring and summer months when golf activity is highest in many regions. As a result, the Company historically experiences stronger sales during the second and third quarters of the year when weather conditions are more favorable for outdoor play. Conversely, sales may be lower during the first and fourth quarters when cold weather in certain regions reduces outdoor golf activity.
Current wording
Golf equipment sales are generally seasonal, with demand typically increasing during the spring and summer months when golf activity is highest in many regions. As a result, the Company historically experiences stronger sales during the second and third quarters when weather conditions are more favorable for outdoor play. Conversely, sales may be lower during the first and fourth quarters when cold weather in certain regions reduces outdoor golf activity.
Previous wording
The Company believes that sustained participation in golf could support continued demand for golf equipment; however, future participation trends and consumer demand remain subject to economic conditions and other factors beyond the Company’s control.
Current wording
Future participation trends and consumer demand remain subject to economic conditions and other factors beyond the Company’s control.
Previous wording
During the three months ended March 31, 2026, the Company did not implement any pricing changes in response to inflationary pressures.
Current wording
During the three and six months ended June 30, 2026, the Company did not implement any pricing changes in response to inflationary pressures.
Previous wording
The following is a comparison of our results of operations for the three months ending March 31, 2026 and 2025 (amounts rounded to the nearest thousand):
Current wording
The following is a comparison of our results of operations for the three months ended June 30, 2026 and 2025 (amounts rounded to the nearest thousand):
Previous wording
Research and development expenses consist primarily of employee compensation, consulting expenses, licensing fees, and product design and development costs.
Current wording
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs.
Previous wording
For the three months ended March 31, 2026, the Company recognized a $40,000 loss related to the change in the fair value of warrant liabilities, compared to a $1.4 million gain recognized during the three months ended March 31, 2025. The change in fair value of warrant liabilities reflects the periodic remeasurement of certain warrants that are classified as liabilities under applicable accounting guidance. The fair value of these warrants is remeasured at each reporting date, and changes in fair value are recorded in the Company’s condensed statement of operations.
Current wording
Change in Fair Value of Warrant Liability
Previous wording
Net sales decreased approximately $0.2 million, or 18%, to approximately $1.0 million for the three months ended March 31, 2026, compared to $1.2 million for the three months ended March 31, 2025, driven primarily by reduced manufacturing capacity at the Company’s shaft production facility as the Company implemented updates to certain existing shaft recipes and related production processes, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, and maintenance activities intended to improve product quality, consistency, and manufacturing scalability. These activities temporarily reduced production throughput and manufacturing utilization during the quarter.
Current wording
Net sales decreased approximately $1.0 million, or 30%, to approximately $2.3 million for the six months ended June 30, 2026, compared to $3.2 million for the six months ended June 30, 2025. The decrease was driven primarily by reduced manufacturing capacity at the Company’s shaft production facility as the Company implemented updates to certain existing shaft recipes and related production processes in connection with the introduction of updated versions of its Fast Motion driver shaft and Motion driver and fairway shafts, including recalibration of machining operations, modifications to finishing workflows, changes to paint mixtures, maintenance activities intended to improve product quality, production consistency, and manufacturing scalability, and temporary constraints in the availability of carbon fiber. Collectively, these factors reduced production throughput, delayed the shipment of certain customer orders, and resulted in lower sales during the period.
Previous wording
Selling, general and administrative expenses increased approximately $0.4 million to $2.9 million for the three months ended March 31, 2026, compared to $2.5 million for the three months ended March 31, 2025. The increase was primarily attributable to approximately $0.3 million of labor costs associated with a bonus accrual and annualization of headcount added during 2025, approximately $0.2 million of manufacturing costs classified as operating expenses due to reduced production throughput and resulting idle capacity, and approximately $0.1 million of increased stock-based compensation expense, partially offset by a reduction of approximately $0.2 million in sales and marketing expenses and approximately $0.1 million in professional services expenses.
Current wording
Selling, general and administrative expenses decreased $0.3 million, or 6%, to $5.0 million for the six months ended June 30, 2026, compared to approximately $5.3 million for the six months ended June 30, 2025. The decrease was primarily attributable to a reduction of approximately $1.0 million in sales and marketing expenses, partially offset by approximately $0.5 million of idle manufacturing costs classified as operating expenses due to reduced production throughput and resulting idle capacity, approximately $0.2 million of increased stock-based compensation expense, and a $0.1 million increase in professional services.
Previous wording
Loss from operations increased approximately $0.6 million to $2.6 million for the three months ended March 31, 2026, compared to $2.0 million for the three months ended March 31, 2025.
Current wording
Loss from operations increased approximately $0.7 million to $4.2 million for the six months ended June 30, 2026, compared to $3.5 million for the six months ended June 30, 2025.
Previous wording
The Company’s primary sources of liquidity include, cash generated from operations, and access to external financing. The Company’s primary uses of cash include operating expenses, inventory purchases, manufacturing investments, and marketing initiatives to support growth.
Current wording
The Company’s primary sources of liquidity include existing cash resources and access to external financing. The Company’s primary uses of cash include operating expenses, inventory purchases, manufacturing investments, and marketing initiatives to support growth.
Previous wording
On October 24, 2025, the Company entered into an At-The-Market Sales Offering Agreement (“ATM Offering Agreement”) with Kingswood Capital Partners, LLC (“Kingswood”), which allows the Company to sell up to $10.0 million of its common stock from time to time pursuant to its effective shelf registration statement on Form S-3. The ATM program provides the Company with a source of potential liquidity, and the Company intends to utilize the program opportunistically, subject to market conditions, trading volume, and capital requirements. As of March 31, 2026, the Company had not sold any shares under the ATM program.
Current wording
On October 24, 2025, the Company entered into an At-The-Market Sales Offering Agreement (the “ATM Offering Agreement”) with Kingswood Capital Partners, LLC (“Kingswood”), which allows the Company to sell up to $10.0 million of its common stock from time to time pursuant to its effective shelf registration statement on Form S-3. The ATM program provides the Company with a source of potential liquidity, and the Company intends to utilize the program opportunistically, subject to market conditions, trading volume, and capital requirements. As of June 30, 2026, the Company had not sold any shares under the ATM program.
Previous wording
On March 16, 2026, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to issue Convertible Notes in the aggregate funded amount of up to $2,000,000 and Warrants to purchase shares of the Company’s common stock at an exercise price of $1.75 per share, subject to adjustments from time to time.
Current wording
On March 16, 2026, the Company entered into the Purchase Agreement providing for the issuance, in one or more closings, of Convertible Notes with an aggregate principal amount of up to $2.0 million, together with Warrants to purchase shares of the Company’s common stock at an exercise price of $1.75 per share, subject to adjustment. On May 28, 2026, the Company’s Board of Directors approved an amendment increasing the maximum aggregate principal amount available under the Purchase Agreement to $3.0 million.
Previous wording
The Company expects that additional capital will be required to fund operations and execute its growth strategy. Management intends to evaluate a range of financing alternatives, including the ATM program and other potential equity or debt financings, to meet its capital requirements while seeking to manage dilution to existing stockholders.
Current wording
The Company expects that additional capital will be required to fund operations and execute its growth strategy. Management intends to evaluate financing alternatives, including the ATM program and other potential equity financings, to meet its capital requirements while seeking to manage dilution to existing stockholders. As of August 13, 2026 the Company had drawn $750,000 under the revolving credit facility. The private placement financing completed on August 14, 2026 provided approximately $880,000 of additional net proceeds.
Previous wording
The Company’s capital requirements will depend on the pace of revenue growth, manufacturing utilization, and the level of investment in marketing and operational initiatives.
Current wording
The Company’s future capital requirements will depend on numerous factors, including the pace of revenue growth, if any, manufacturing utilization, inventory requirements, and the level of investment in marketing and operational initiatives. Management may also adjust the timing and level of certain discretionary expenditures based on operating performance and available liquidity.
Previous wording
The Company is also evaluating actions to strengthen its balance sheet and stockholders’ equity in connection with maintaining compliance with applicable Nasdaq continued listing requirements.
Current wording
The Company is also evaluating additional actions to strengthen its balance sheet and stockholders’ equity in connection with maintaining compliance with applicable Nasdaq continued listing requirements.
Previous wording
The following table summarizes our cash flows for the periods indicated (amounts are rounded to nearest thousands):
Current wording
The following table summarizes our cash flows for the periods indicated (amounts are rounded to the nearest thousand):
Previous wording
Net cash used in operating activities for the three months ended March 31, 2026 was $1.1 million, compared to $1.6 million for the three months ended March 31, 2025. Operating cash outflows during the period included employee-related costs associated with personnel expansion and investments in operational systems intended to support scalability. Operating cash flows were also impacted by reduced manufacturing capacity during the quarter, which affected production volumes and the absorption of fixed manufacturing costs. Marketing expenditures were moderated during the period to align demand generation with reduced manufacturing capacity.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026 was $2.8 million, compared to $2.8 million for the six months ended June 30, 2025. Operating cash outflows during the period included employee-related costs associated with personnel expansion and investments in operational systems intended to support scalability. Operating cash flows were also affected by reduced manufacturing capacity associated with the Company’s manufacturing transition and temporary carbon fiber supply constraints. Cash used in operating activities was partially offset by an approximately $0.8 million increase in accounts payable and accrued liabilities, reflecting the timing of payments to vendors and the accrual of operating expenses.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026 totaled $87,000, primarily related to purchases of property and equipment associated with the expansion and support of the Company’s manufacturing operations.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 totaled $0.2 million, primarily related to purchases of property and equipment supporting the Company’s manufacturing operations.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025 totaled $131,000, also related primarily to purchases of property and equipment.
Current wording
Net cash used in investing activities for the six months ended June 30, 2025 totaled $0.3 million, also related primarily to purchases of property and equipment.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2026 was $477,000, compared to net cash used in financing activities of $84,000 for the three months ended March 31, 2025.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026 was $2.1 million, compared to net cash used in financing activities of $0.6 million for the six months ended June 30, 2025.
Previous wording
Financing activities during the three months ended March 31, 2026 primarily reflected proceeds from the issuance of Convertible Notes.
Current wording
Financing activities during the six months ended June 30, 2026 primarily reflected approximately $2.2 million of net proceeds from the issuance of Convertible Notes.
Previous wording
On April 6, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity.
Current wording
On April 6, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2.5 million in stockholders’ equity.
Previous wording
The notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.
Current wording
The notice had no immediate effect on the listing of the Company’s common stock on Nasdaq.
Previous wording
The Company has until May 21, 2026 to submit a plan to regain compliance. If the Company’s plan is accepted, Nasdaq may grant the Company up to 180 calendar days from the date of the notice to demonstrate compliance.
Current wording
The Company submitted a plan to regain compliance prior to the May 21, 2026 deadline. As of the date of this filing, the Company has not received a response from Nasdaq regarding its compliance plan. If Nasdaq accepts the plan, it may grant the Company up to 180 calendar days from the date of the notice to regain compliance with the continued listing requirement.
Previous wording
As reflected in the accompanying financial statements, during the three months ended March 31, 2026, the Company incurred a net loss of $2,659,000, used cash in operations of $1,095,000, and had a stockholders’ deficit of $1,521,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm expressed substantial doubt about the Company’s ability to continue as a going concern in its report on the Company’s financial statements for the year ended December 31, 2025.
Current 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 condensed financial statements, for the six months ended June 30, 2026, the Company incurred a net loss of $4.9 million, used $2.8 million of cash in operating activities, and had a stockholders’ deficiency of $3.5 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed financial statements are issued. In addition, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the Company’s financial statements for the year ended December 31, 2025, expressing substantial doubt about the Company’s ability to continue as a going concern.
Previous wording
At March 31, 2026, the Company had approximately $593,000 of cash and cash equivalents. Management currently expects that its existing cash resources, together with recent financing activities, will only fund operations for a limited period, and that additional financing will be required to support ongoing operations.
Current wording
At June 30, 2026, the Company had approximately $0.4 million of cash and cash equivalents. The Company also has an existing ATM program, which provides an additional potential source of liquidity, although the amount of capital that may be raised under the program will depend on market conditions, trading volume, and investor demand. Management currently expects that its existing cash resources, together with recent financing activities, the ATM program, if utilized, and other potential financing alternatives, will provide additional sources of liquidity; however, management expects that additional financing will be required to support ongoing operations.
Previous wording
The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional debt or equity financing and achieve improved operating performance. There can be no assurance that such financing will be available on acceptable terms, or at all.
Current wording
The Company’s ability to continue as a going concern remains dependent upon its ability to obtain additional debt or equity financing and achieve improved operating performance. While management believes the actions taken subsequent to June 30, 2026, including establishing the revolving credit facility, the exchange of Convertible Notes for preferred equity, the completion of the private placement financing, and the continued availability of the Company’s ATM program, have improved the Company’s liquidity and capital structure, there can be no assurance that additional financing will be available on acceptable terms, or at all. Any additional financing may contain restrictive covenants, require the issuance of additional equity securities, or otherwise result in dilution to existing stockholders. Accordingly, substantial doubt remains about the Company’s ability to continue as a going concern.
Previous wording
The Company’s manufacturing operations utilize raw materials such as carbon fiber, metals, coatings, and other specialized components. In recent years, global supply chain disruptions and inflationary pressures have affected the cost of certain raw materials, transportation, and labor. While the Company has experienced increases in certain input costs, management has sought to mitigate these impacts through supplier diversification, operational efficiencies, and product pricing strategies.
Current wording
The Company’s manufacturing operations utilize raw materials such as carbon fiber, metals, coatings, and other specialized components. Inflationary pressures have continued to affect the cost of certain raw materials, freight, and labor; however, the Company has sought to mitigate these impacts through supplier diversification, operational efficiencies, and product pricing strategies.
Previous wording
Because the Company manufactures a significant portion of its shaft products domestically at its facility in St. Joseph, Missouri, management believes the Company may benefit from greater operational control and reduced exposure to certain international supply chain disruptions and tariffs compared to companies that rely more heavily on overseas manufacturing.
Current wording
Because the Company manufactures a significant portion of its shaft products domestically at its facility in St. Joseph, Missouri, management believes the Company benefits from greater operational control and reduced exposure to certain international supply chain disruptions and tariffs compared to companies that rely more heavily on overseas manufacturing.
Previous wording
At present, inflation has not had a material adverse effect on the Company’s results of operations; however, sustained increases in raw material costs, freight costs, or labor expenses could impact the Company’s cost structure and operating margins in future periods.
Current wording
At present, inflation has not had a material adverse effect on the Company’s financial condition or results of operations. However, sustained increases in raw material, freight, or labor costs, or future disruptions in the availability of key manufacturing inputs, could adversely affect the Company’s cost structure, production capacity, and operating margins in future periods.
Previous wording
Our discussion and analysis of our results of operations, financial condition, and liquidity are based upon our financial statements, which have been prepared and audited in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues, and expenses, as well as the related disclosures of contingent assets and liabilities.
Current wording
Our discussion and analysis of our results of operations, financial condition, and liquidity are based upon our financial statements, which have been prepared and audited in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these condensed financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity (deficiency), revenues, and expenses, as well as the related disclosures of contingent assets and liabilities.
Previous wording
We may offer short-term sales incentives, which include sell-through promotions and price concessions or price reductions. Sell-through promotions are generally offered throughout a product’s life cycle, which varies from two to three years but could be shorter or longer. Price concessions or price reductions are generally offered at the end of the product’s life cycle. The estimated variable consideration related to these potential programs will be based on a rate that includes historical and forecasted data. We may record a reduction to net revenues using this rate at the time of the sale. We will monitor this rate against actual results and forecasted estimates and adjusts the rate as necessary in order to reflect the amount of consideration it expects to receive from its customers.
Current wording
We may offer short-term sales incentives, which include sell-through promotions and price concessions or price reductions. Sell-through promotions are generally offered throughout a product’s life cycle, which varies from two to three years but could be shorter or longer. Price concessions or price reductions are generally offered at the end of the product’s life cycle. The estimated variable consideration related to these potential programs will be based on a rate that includes historical and forecasted data. We may record a reduction to net revenues using this rate at the time of the sale. We will monitor this rate against actual results and forecasted estimates and adjusts the rate as necessary in order to reflect the amount of consideration we expect to receive from our customers.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
Selling, general and administrative expenses decreased approximately $0.7 million to $2.1 million for the three months ended June 30, 2026, compared to $2.8 million for the three months ended June 30, 2025. The decrease was primarily attributable to $1.0 million of lower sales and marketing costs, partially offset by an increase of $0.3 million of manufacturing costs classified as operating expenses due to reduced production throughput and resulting idle capacity, and approximately $0.1 million of increased stock-based compensation expense.
Current report — wording carried from elsewhere
Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025
Current report — wording carried from elsewhere
The following is a comparison of our results of operations for the six months ended June 30, 2026 and 2025 (amounts are rounded to the nearest thousand):
Current report — wording carried from elsewhere
Cost of goods sold consists primarily of materials, labor, components, and changes in inventory reserves for slow-moving or potentially obsolete products.
Current report — wording carried from elsewhere
Operating expenses include selling, general and administrative expenses, and research and development costs.
Current report — wording carried from elsewhere
Selling, general and administrative expenses consist primarily of employee compensation and benefits, legal and professional fees, sales and marketing expenses, stock-based compensation, public company compliance costs, shipping costs, Shopify transaction fees, rent, depreciation, and other general operating expenses.
Current report — wording carried from elsewhere
Research and development costs include employee costs, consultants, licensing fees, and product design and development costs.
Current report — wording carried from elsewhere
Change in Fair Value of Warrant Liability
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Any additional financing may contain restrictive covenants or result in dilution to existing stockholders.