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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 6, 2026
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41701 |
|
82-4938288 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
551
Calle San Pablo
Camarillo,
CA 93012
(Address
of principal executive offices, including ZIP code)
855-774-7888
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 per share |
|
NWTG |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into A Material Definitive Agreement.
Private
Placement of Common Stock
On
November 6, 2026, four additional investors, including Brett Hoge, a director of the Company (the “November Common Stock Investors”),
became party to the Securities Purchase Agreement, dated as of August 14, 2026 (the “Securities Purchase Agreement”), among
Newton Golf Company, Inc. (the “Company”) and the investors named therein (the “Common Stock Investors”), and
the Company closed an additional tranche (the “Third Tranche”) of its private placement (the “Common Stock Private
Placement”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock,” and such
shares, the “Investor Shares”) pursuant thereto with the November Common Stock Investors. The November Common Stock Investors
purchased 967,739 shares of Common Stock at a per share price of $1.24, for aggregate gross proceeds to the Company of $1,200,000.
The
Common Stock Private Placement is structured in tranches, consisting of (i) an initial tranche of not less than $1,000,000 (the “First
Tranche”) and (ii) one or more additional tranches (each, an “Additional Tranche”), until the aggregate purchase price
for all tranches reaches up to $5,000,000. The First Tranche closed on August 14, 2026 for aggregate gross proceeds to the Company of
$1,000,000, the Second Tranche closed on September 15, 2026 for aggregate gross proceeds to the Company of $271,000, and the Third Tranche
closed on November 6, 2026 for aggregate gross proceeds to the Company of $1,200,000.
The
Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations
of the Company and the Common Stock Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase
Agreement were made only for purposes of such Securities Purchase Agreement and are made as of specific dates; are solely for the benefit
of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties
in connection with negotiating the terms of the Securities Purchase Agreement, instead of establishing matters as facts; and may be subject
to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally.
Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual
state of facts or condition of the Company.
In
addition, on November 6, 2026, the November Common Stock Investors became party to the Registration Rights Agreement, dated as of August
14, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than forty-five (45)
calendar days after the closing date of each of the First Tranche and each Additional Tranche for purposes of registering the resale
of the Investor Shares, to use its commercially reasonable efforts to have such Registration Statement declared effective by the earlier
of (a) ninety (90) days following such filing deadline and (b) the tenth (10th) business day after the SEC notifies the Company that
the Registration Statement will not be reviewed or will not be subject to further review, and to keep the Registration Statement effective
until the date that all registrable securities covered by the Registration Statement (i) have been resold thereunder, or (ii) may be
resold without volume or manner-of-sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144.
The
Common Stock Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions
by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities
Act and in reliance on similar exemptions under applicable state laws. Each November Common Stock Investor represented that it was an
accredited investor (as defined in Rule 501(a) of Regulation D) or a qualified institutional buyer (as defined in Rule 144A) and was
purchasing the Investor Shares solely for investment purposes, for its own account and not with a view to the resale or distribution
of the Investor Shares. The Investor Shares are being offered without any general solicitation by the Company or its representatives.
The Investor Shares sold and issued in the Common Stock Private Placement are not registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration
requirements.
The
foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are
qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Registration Rights Agreement included
as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Private
Placement of Preferred Stock
On
November 6, 2026, the Company entered into Series A Preferred Stock Subscription and Investment Representation Agreements (each, a “Subscription
Agreement”) with two investors (the “Preferred Investors”) and closed its private placement (the “Preferred Stock
Private Placement”) of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series
A Preferred Stock”). The Preferred Investors purchased an aggregate of 5,000 shares of Series A Preferred Stock for aggregate gross
proceeds to the Company of $500,000. The Series A Preferred Stock is convertible into shares of Common Stock at an initial conversion
price of $1.00 per share. A full description of the Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate
of Designation”), which was filed with the Secretary of State of the State of Delaware on July 8, 2026, is set forth in Item 5.03
of the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2026 and is incorporated herein by reference.
Each
Subscription Agreement contains customary representations, warranties, and covenants of the Company and each Preferred Investor. Investors
should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state
of facts or condition of the Company.
The
Preferred Stock Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions
by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities
Act and in reliance on similar exemptions under applicable state laws. Each Preferred Investor represented that it was an accredited
investor (as defined in Rule 501(a) of Regulation D) and was purchasing the shares of Series A Preferred Stock solely for investment
purposes, for its own account and not with a view to the resale of the shares. The shares of Series A Preferred Stock sold and issued
in the Preferred Stock Private Placement are not registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
The
foregoing descriptions of the Subscription Agreement and the Certificate of Designation do not purport to be complete and are qualified
in their entirety by reference to the form of Subscription Agreement and the Certificate of Designation included as Exhibits 10.3 and
3.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Exchange
Agreement
As
previously disclosed, on July 1, 2026, the Company entered into a Loan and Security Agreement with Brynnwood, LLLP, a Delaware limited
liability partnership (the “Lender”), pursuant to which the Lender agreed to provide the Company with a senior secured revolving
credit facility in an aggregate principal amount of up to $5,000,000 (the “Revolving Line”). On November 6, 2026, the Company
entered into an Exchange Agreement (the “Exchange Agreement”) with the Lender, pursuant to which $1,000,000 of principal
under the Revolving Line was exchanged for an aggregate of 211,693 shares of Common Stock and 7,875 shares of Series A Preferred
Stock (the “Exchange”). The Exchange also closed on November 6, 2026. The Series A Preferred Stock is convertible into shares
of Common Stock at an initial conversion price of $1.00 per share. A full description of the Certificate of Designation is set forth
in Item 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2026 and is incorporated herein by reference.
The
Exchange Agreement contains customary representations, warranties, and covenants of the Company and the Lender. Investors should not
rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or
condition of the Company. The Exchange was made in reliance on the exemption from registration under Section 3(a)(9) of the Securities
Act, which exempts exchanges by the issuer with existing security holders where no commission or remuneration is paid for soliciting
the exchange.
The
foregoing description of the Exchange Agreement and the Certificate of Designation do not purport to be complete and are qualified in
their entirety by reference to the Exchange Agreement and the Certificate of Designation included as Exhibits 10.4 and 3.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Series A Convertible Preferred Stock of Newton Golf Company, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2026) |
| 10.1* |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2026) |
| 10.2 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2026) |
| 10.3* |
|
Form of Series A Preferred Stock Subscription and Investment Representation Agreement |
| 10.4 |
|
Exchange Agreement, dated as of November 6, 2026, by and between the Company and Brynnwood, LLLP |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Pursuant
to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted from this report and will be furnished supplementally
to the SEC upon request. |
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:
November 10, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Akinobu Yorihiro |
| |
|
Akinobu
Yorihiro |
| |
|
Interim
Chief Executive Officer and Chief Technology Officer |
