Newton Golf (Nasdaq: NWTG) closes $1M first step in $5M raise
Rhea-AI Filing Summary
Newton Golf Company, Inc. (NWTG) entered into a Securities Purchase Agreement for a private placement of common stock in multiple tranches for up to an aggregate purchase price of $5,000,000. Shares will be sold at a per share price tied to recent Nasdaq closing prices, with a floor of $1.24 per share.
The initial tranche closed on August 14, 2026, providing $1,000,000 of gross proceeds to the company. Newton Golf also entered into a Registration Rights Agreement committing to file a resale registration statement within 45 days after each tranche closing and to use commercially reasonable efforts to have it declared effective within specified timeframes.
The private placement relies on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, with Investor Shares sold to accredited investors or qualified institutional buyers without general solicitation.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate Purchase Price: $5,000,000
First Tranche Proceeds: $1,000,000
Per Share Price Floor: $1.24 per share
+3 more
6 metrics
Aggregate Purchase Price
$5,000,000
Maximum aggregate purchase price for all private placement tranches
First Tranche Proceeds
$1,000,000
Gross proceeds from the First Tranche closed on August 14, 2026
Per Share Price Floor
$1.24 per share
Minimum Per Share Price for common stock sold in the private placement
Registration Statement Filing Deadline
45 days
Deadline after each applicable Tranche Closing Date to file resale registration statement
Target Effectiveness Period
90 days
Target maximum days after filing deadline to have registration statement declared effective
Alternative Effectiveness Trigger
10 business days
After SEC notice that the registration statement will not be reviewed or further reviewed
Key Terms
Securities Purchase Agreement, Registration Rights Agreement, Rule 506 of Regulation D, qualified institutional buyers, +1 more
5 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Registration Rights Agreement financial
"the Company and the Investors entered into a Registration Rights Agreement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Rule 506 of Regulation D regulatory
"pursuant to the exemption for transactions by an issuer under Section 4(a)(2) and Rule 506 of Regulation D"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
qualified institutional buyers financial
"accredited investors (as defined in Rule 501(a) of Regulation D) or qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144 regulatory
"may be resold without volume or manner-of-sale limitations pursuant to Rule 144"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
FAQ
What capital is Newton Golf Company, Inc. (NWTG) raising in this 8-K?
Newton Golf entered a private placement for up to $5,000,000 of common stock, structured in multiple tranches. The First Tranche closed on August 14, 2026, providing $1,000,000 in gross proceeds to the company at the defined Per Share Price.
What registration rights did Newton Golf (NWTG) grant investors?
Newton Golf agreed to file a resale registration statement within 45 days after each tranche closing, use commercially reasonable efforts to have it declared effective within up to 90 days after the filing deadline, and keep it effective until the Investor Shares can be resold under Rule 144 without limitations.
Who can participate in Newton Golf’s (NWTG) private placement?
The Investor Shares are sold to accredited investors under Rule 501(a) of Regulation D and qualified institutional buyers under Rule 144A, who represented they are buying for investment and for their own accounts, without a view to distribution.
Is Newton Golf’s (NWTG) private placement registered with the SEC?
The Investor Shares are not registered under the Securities Act and rely on exemptions under Section 4(a)(2) and Rule 506 of Regulation D. They cannot be offered or sold in the United States without registration or an applicable exemption.
What exchange is Newton Golf (NWTG) common stock listed on?
Newton Golf’s common stock, par value $0.01 per share, trades under the symbol NWTG on The Nasdaq Stock Market, LLC, as stated in the securities registration section.
AI-generated analysis. How Rhea-AI works. Not financial advice.
