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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): September 21, 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.
On
September 21, 2026 and September 22, 2026, Newton Golf Company, Inc. (the “Company”) and an aggregate of three holders (the
“Holders”) of the Company’s Series A Common Warrants to Purchase Common Stock issued by the Company on December 13,
2024 (the “Warrants”) entered into warrant exchange agreements (the “Exchange Agreements”), pursuant to which
the Company issued to each Holder the number of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), calculated by dividing the product of (i) $0.35 multiplied by (ii) the number of shares of Common Stock underlying the
applicable Warrant by the lower of (i) the Nasdaq official closing price of the Common Stock immediately preceding the execution of the
applicable Exchange Agreement or (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately
preceding the execution of the applicable Exchange Agreement, in each case as determined in accordance with Nasdaq Listing Rule 5635(d).
Pursuant to the Exchange Agreements, on September 21, 2026 and September 22, 2026, the Company issued an aggregate of 232,202 shares
of Common Stock (the “Shares”) for the repurchase of Warrants previously exercisable for an aggregate of 749,999 shares of
Common Stock.
Pursuant
to the Exchange Agreements, the Company also agreed, for a period of 12 months following the date of the applicable Exchange Agreement,
that prior to issuing any Common Stock or securities convertible, exchangeable or exercisable into or for Common Stock (a “Future
Offering”), it will first deliver to each Holder a written notice describing generally the proposed Future Offering and providing
the Holder an option (the “Buyer Purchase Option”) to purchase its pro rata share, together with all other parties who have
entered into a Warrant Agreement that elect to participate in such Future Offering, of 10% of the number of shares of Common Stock (or
securities convertible, exchangeable or exercisable into or for Common Stock) that are proposed to be sold in the Future Offering, subject
to customary cut-back rights. The Buyer Purchase Option does not apply to (i) any Exempt Issuance or (ii) any “at-the-market”
offering. An “Exempt Issuance” includes (A) any transaction involving the Company’s issuances of securities as consideration
in a merger, consolidation, share exchange, business combination, or acquisition of a business, product, license or other assets by the
Company, or in connection with any strategic partnership or joint venture; provided that securities issued in a PIPE, bridge financing
or other capital-raising transaction undertaken in connection with any such transaction shall not constitute an Exempt Issuance; (B)
any issuances of (i) shares of Common Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) pursuant
to, and in accordance with the terms of, any equity compensation plan of the Company; or (ii) shares of Common Stock (or securities convertible,
exchangeable or exercisable into or for Common Stock) issued or deemed to be issued by the Company upon the conversion, exchange or exercise
of any securities outstanding as of the date of the applicable Exchange Agreement or issued in a Future Offering.
The
Exchange Agreements contain customary representations, warranties and agreements by the Company and the Holders. The representations,
warranties and covenants contained in each Exchange Agreement were made only for purposes of such Exchange 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 such Exchange 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.
The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Exchange Agreement attached as Exhibit 10.1 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. The issuance of the Shares
was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Warrant Exchange Agreement |
| 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:
September 24, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Jeff Clayborne |
| |
|
Jeff
Clayborne |
| |
|
Chief
Financial Officer and Chief Operating Officer |
