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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): October 24, 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
1.01. Entry into a Material Definitive Agreement.
On
October 24, 2024, Newton Golf Company, Inc. (the “Company”), entered into an At The Market Sales Offering Agreement
(the “Agreement”) with Kingswood Capital Partners, LLC, as sales agent and/or principal (the “Agent”). Pursuant
to the terms of the Agreement, the Company may sell from time to time to or through the Agent shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), having an aggregate sales price of up to the lesser of (a) the number or
dollar amount of shares of Common Stock registered on the prospectus supplement pursuant to which the offering is being made, (b) the
number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion
or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or
(c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof)
(the “Shares”). Immediately prior to the filing of this Current Report on Form 8-K, the Company filed a prospectus supplement
with the Securities and Exchange Commission (the “SEC”) with respect to the offering of up to $10.0 million of Shares pursuant
to the Agreement. Any Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No.
333-281664), which was declared effective by the SEC on September 23, 2024.
The
Company is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the Agreement. No assurance can be
given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or number of Shares that it sells or
the dates when such sales will take place.
Pursuant
to the terms of the Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required
to make because of such liabilities. The Company and the Agent may each terminate the Agreement upon 10 business days’ prior written
notice as provided in the Agreement.
Sales
of the Shares, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Capital Market at market prices or
as otherwise agreed by the Company and the Agent. Under the terms of the Agreement, the Company may also sell the Shares from time to
time to the Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the Shares to the Agent
as principal would be pursuant to the terms of a separate terms agreement between the Company and the Agent. The description of the Agreement
contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Agreement,
filed as Exhibit 1.1 to this Current Report on Form 8-K.
A
copy of the legal opinion and consent of Faegre Drinker Biddle & Reath LLP relating to the validity of the issuance and sale of the
Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
At
The Market Offering Agreement, dated as of October 24, 2025, by and between the Company and Kingswood Capital Partners, LLC
|
| 5.1 |
|
Opinion of Faegre Drinker Biddle & Reath LLP |
| 23.1 |
|
Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Data File (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:
October 24, 2025 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Greg Campbell |
| |
|
Greg
Campbell |
| |
|
Executive
Chairman and Chief Executive Officer |
