Newton Golf Company (NWTG) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for February 11, 2025, to be held virtually, with five key proposals up for vote.

• Board unanimously recommends voting in favor of all proposals, citing alignment with company and shareholder interests.

• Proposals include warrant issuance approval, equity plan expansion, company name change, reverse stock split, and potential adjournment to solicit more votes.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of Series A and B Warrants and related shares, as required by Nasdaq rules and the Underwriting Agreement.

• Proposal 2 requests an increase in shares available under the 2022 Equity Incentive Plan from 375,000 to 3,000,000.

• Proposal 3 aims to amend the Certificate of Incorporation to change the company’s name to Newton Golf Company, Inc.

• Proposal 4 seeks authority for a reverse stock split at a ratio between 1-for-10 and 1-for-30, at the Board’s discretion within one year.

• Proposal 5 allows adjournment of the meeting to solicit additional proxies if needed for any of the above proposals.

Board of directors and corporate governance

• Board and officers will be available during the meeting to answer shareholder questions.

• Board has not received any written opposition from directors regarding the proposed actions.

• Proxy solicitation may be conducted by a firm at company expense; directors and employees may also solicit proxies without extra compensation.