Newton Golf Co Inc 2024年度报告

FORM10-K For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number:001-41701 NEWTON GOLF COMPANY, INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If the securities are registered, pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and directors) as of June 30,2024 was $3,629,335. There was a total of4,287,902shares of Common Stock outstanding as of March 31, 2025. TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors8Item 1B. Unresolved Staff Comments26Item 1C. Cybersecurity26Item 2. Properties27Item 3. Legal Proceedings27Item 4. Mine Safety Disclosures27PART II28Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6. [Reserved]28Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A. Quantitative and Qualitative Disclosures About Market Risk36Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure37Item 9A. Controls and Procedures37Item 9B. Other Information37Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections37PART III38Item 10. Directors, Executive Officers and Corporate Governance38Item 11. Executive Compensation41Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters44Item 13. Certain Relationships and Related Transactions, and Director Independence45Item 14. Principal Accountant Fees and Services46PART IV47Item 15. Exhibits, Financial Statement Schedules47Item 16. Form 10-K Summary48i We use words such as “may,” “will,” “could,” “should,” “anticipate,” “expect,” “intend,” “project,” “plan,” “believe,” “seek,” “assume,” and variations of these words andsimilar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, andother factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in t