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.

• Only stockholders of record as of December 19, 2024, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

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

• Proposal 2: Increase shares available under the 2022 Equity Incentive Plan from 375,000 to 3,000,000.

• Proposal 3: Amend Certificate of Incorporation to change the company name to Newton Golf Company, Inc.

• Proposal 4: Authorize 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: Approve adjournment of the meeting if more time is needed to solicit proxies for any proposal.

Board of directors and corporate governance

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

• Board has authority to effect the reverse split and name change, with flexibility to abandon these actions if deemed not in shareholders' best interests.

• Corporate governance information is accessible on the company website and by written request.