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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): December 18, 2025
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41701 |
|
82-4938288 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Equity
Plan
As
disclosed under Item 5.07 of this Current Report on Form 8-K, on December 18, 2025, the stockholders of Newton Golf Company, Inc. (the
“Company”) approved (the “Plan Approval”) the Newton Golf Company, Inc. Amended and Restated 2022 Equity
Incentive Plan (the “Plan”), which incorporated certain amendments to the Plan, including (i) an increase in the number of
shares of the Company’s common stock available for issuance thereunder by an additional 1,400,000 shares, (ii) an annual share
increase equal to the lesser of 5% of the Company’s fully diluted outstanding shares of common stock as of the immediately preceding
December 31, or such lesser number determined by the Company’s board of directors, with the first such increase to be effective
January 1, 2026; and (iii) an extension of the Plan’s expiration date to December 18, 2035.
The
Plan is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on November 21, 2025 (the “Proxy Statement”). The description of the Plan contained in the Proxy Statement and the foregoing
description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto
and incorporated herein by reference.
Equity
Grants
In
connection with the Plan Approval, the Company granted 200,000 restricted stock units (“RSUs”) to its Executive Chairman
and Chief Executive Officer, 175,000 RSUs to its Chief Financial Officer, and 225,000 RSUs to its Chief Technology Officer (the “Grants”).
The Grants utilize the form of RSU award agreement (the “Award Agreement”) attached hereto as Exhibit 10.2. Subject to continuing
employment, the Grants will vest ratably over three years. All units subject to the Grants will vest in full upon a change in control
of the Company. If an executive dies or becomes disabled, the Award Agreement provides that a pro-rata portion of the Grants will vest
based on the number of days of service during the vesting period. These grants were previously approved by the Compensation Committee
of the Board of Directors of the Company, contingent upon obtaining the Plan Approval, and became effective on December 18, 2025.
The
foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Award Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
December 18, 2025, the Company held its 2025 annual meeting of stockholders. The following matters (the “Proposals”) were
voted upon by the stockholders with the final voting results as shown:
Proposal
1. To elect four directors to serve as directors of the Company until the next annual meeting of stockholders and until his or her successor
is elected and qualified or until his or her earlier death, resignation or removal.
| Name |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Dr.
Greg Campbell |
|
1,030,840 |
|
213,318 |
|
1,527,317 |
| Jane
Casanta |
|
1,147,133 |
|
97,025 |
|
1,527,317 |
| Brett
Hoge |
|
1,144,987 |
|
99,171 |
|
1,527,317 |
| Akinobu
Yorihiro |
|
1,176,849 |
|
67,309 |
|
1,527,317 |
Proposal
2. To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2025.
| Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
| 2,736,617 |
|
33,496 |
|
1,362 |
|
— |
Proposal
3. To approve the Amended and Restated 2022 Equity Incentive Plan.
| Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
| 1,028,798 |
|
195,444 |
|
19,916 |
|
1,527,317 |
The
Proposals, which are described in more detail in the Proxy Statement, received the affirmative requisite vote of the stockholders of
the Company.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on December 18, 2025). |
| 10.2 |
|
Newton Golf Company, Inc. Form of Restricted Stock Unit Award 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:
December 18, 2025 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Greg Campbell |
| |
|
Greg
Campbell |
| |
|
Executive
Chairman and Chief Executive Officer |
