Newton Golf Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On March 16, 2026, Newton Golf Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time (the “Exercise Price”). The first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of the Securities are entities affiliated with, and controlled by Brett Hoge, one of the Company’s directors. At the First Closing, the Company received cash proceeds of $500,000.
The Convertible Notes mature 18 months from the date of issuance (the “Maturity Date”) and accrue interest at an annual rate of 10% per annum with such interest paid in kind. The Convertible Notes are convertible into shares of Common Stock (the “Conversion Shares”) at the option of the purchasers. The outstanding principal balance and unpaid accrued interest of the Convertible Notes on or during the 60 days prior to the Maturity Date, effective on the Maturity Date, convert into Conversion Shares at the conversion price of $1.60 per share of Common Stock, subject to adjustments from time to time (the “Conversion Price”), with the number of Conversion Shares to be determined by dividing the outstanding principal balance and unpaid accrued interest that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable). In the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity Date, the Company may, in its sole discretion, elect to convert in whole upon 10 calendar days’ written notice to the holders, the Convertible Notes into Conversion Shares at the Conversion Price. Upon the occurrence of a change of control prior to the conversion or repayment of the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing of such change of control, to have the outstanding principal and unpaid accrued interest repaid in full following such closing or convert the outstanding principal balance and unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable by the Company at any time, in whole or in part, at any time prior to the Maturity Date, without penalty. Upon an event of default, all principal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default at a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible Notes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.
Under the terms of the Purchase Agreement, the Company agreed to sell at each closing, in addition to a Convertible Note, one accompanying Warrant to purchase the number of Warrant Shares calculated by dividing the principal amount of the holder’s Convertible Note by 10. The Warrants expire five years from the date of issuance. The holder of a Warrant may, in its sole discretion, exercise the Warrant in whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of shares of Common Stock for which the Warrant is exercisable (and in lieu of being entitled to receive shares of Common Stock) in the manner required by Section 2.2 of the form of Warrant attached to this Current Report as Exhibit 4.1.
Under the terms of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or more registration statements covering the resale of any shares of Common Stock held by its stockholders. The Company also agreed to include all Conversion Shares and Warrant Shares in the proposed piggy-back registration statement with respect to which the Company has received from a purchaser a written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser. The Company shall use its commercially reasonable efforts to cause such piggyback registration statement to be declared effective by the Securities and Exchange Commission, so as to permit the public resale by such purchaser of the Conversion Shares and/or Warrant Shares pursuant thereto, at the Company’s sole cost and expense and at no cost or expense to such purchaser.
The sale of Securities was structured in a manner to comply with Nasdaq Listing Rule 5635(c) regarding the issuance of securities to directors without requiring stockholder approval.
The Warrants, the Convertible Notes and the Purchase Agreement include other customary terms and conditions. The above description of the Warrants, the Convertible Notes and the Purchase Agreement are qualified in their entirety by the text of the form of Warrant, the form of Convertible Note and the form of Purchase Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Convertible Notes is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.
The offer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 4.1 | Form of Warrant | |
| 4.2 | ||
| 10.1 | Form of Purchase Agreement | |
| 104 | Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 18, 2026 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Greg Campbell | |
| Greg Campbell | ||
| Executive Chairman and Chief Executive Officer | ||