SEC Form NT 10-K filed by Newton Golf Company Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

commission file number 001-41701

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: December 31, 2024

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: ___________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III – NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Newton Golf Company, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) within the prescribed time period without unreasonable effort and expense. The Company requires additional time to account for the financial liability relating to the issuance of the Company’s Series A and Series B Warrants issued on December 13,2024. The Company expects that the Annual Report will be filed no later than the fifteenth calendar day after the prescribed filing date.

PART IV – OTHER INFORMATION

Pursuant to ASC 815, the Company has classified the Series A and Series B Warrants issued as part of the public offering which closed on December 13, 2024 as liabilities on its balance sheet. The classification of the Warrants, including whether the Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statement of operations and comprehensive loss. As of December 31,2024, the Company’s estimate of the fair market value of` the Warrant liability as of the date of this Form is $13,200,000. Upon closing of the public offering, the fair value of the Warrant liability, up to the amount of funds received of approximately $7,326,000, will be recorded as additional paid in capital, and the excess estimated to be $5,900,000 will be recorded as a financing cost in the statement of operations.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.