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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): June 3, 2026
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.
As
previously disclosed in the Current Reports on Form 8-K by Newton Golf Company, Inc. (the “Company”) on March 16, 2026 and
April 13, 2026 (the “Previous Current Reports”), on March 16, 2026, the Company entered into a securities purchase agreement
(the “March Financing”), pursuant to which the Company agreed to issue, and the purchasers agreed to purchase, at one or
more closings, on the terms and conditions contained in such purchase agreement, unsecured promissory notes (the “Convertible Notes”)
in the aggregate funded amount of up to $2,000,000 (the “Maximum Principal Amount”) and common stock warrants (the “Warrants”
and collectively with the Convertible Notes, the “Securities”) to purchase shares of the Company’s common stock, par
value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time
(the “Exercise Price”).
On
May 28, 2026, the Board of Directors of the Company approved an increase in the Maximum Principal Amount of $1,000,000. Accordingly,
the Company entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed
to sell and issue, and the purchasers agreed to purchase, from time to time, in one or more closings, on the terms and conditions contained
in the Purchase Agreement, up to $3,000,000 of Convertible Notes and Warrants to purchase up to 300,000 shares of Common Stock (the “Warrant
Shares”) at the Exercise Price (the “June Financing”).
To
date, the Company has issued Convertible Notes with an aggregate principal amount of $1,550,000 and Warrants to purchase up to 155,000
Warrant Shares pursuant to the March Financing. On June 3, 2026, the Company completed the first closing of the June Financing (the “First
Closing”) at which the Company issued, and the purchaser purchased, a Convertible Note with a principal amount of $500,000 and
a Warrant to purchase 50,000 Warrant Shares. At the First Closing, the Company received cash proceeds of $500,000. Following the First
Closing, the Company remains authorized to issue Convertible Notes with an aggregate principal amount of $950,000 and Warrants to purchase
up to 95,000 Warrant Shares.
The
Convertible Notes mature 18 months from the date of issuance (the “Maturity Date”) and accrue interest at an annual rate
of 10% per annum with such interest paid in kind. The outstanding principal balance and unpaid accrued interest of the Convertible Notes
on or during the 60 days prior to the Maturity Date, effective on the Maturity Date, convert into shares of Common Stock (the “Conversion
Shares”) at the conversion price of $1.60 per share of Common Stock, subject to adjustments from time to time (the “Conversion
Price”), with the number of Conversion Shares to be determined by dividing the outstanding principal balance and unpaid accrued
interest that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable).
In the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity
Date, the Company may, in its sole discretion, elect to convert in whole upon 10 calendar days’ written notice to the holders,
the Convertible Notes into Conversion Shares at the Conversion Price. Upon the occurrence of a change of control prior to the conversion
or repayment of the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing
of such change of control, to have the outstanding principal and unpaid accrued interest repaid in full following such closing or convert
the outstanding principal balance and unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable
by the Company at any time, in whole or in part, at any time prior to the Maturity Date, without penalty. Upon an event of default, all
principal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default
at a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible
Notes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.
Under
the terms of the Purchase Agreement, the Company agreed to sell at each closing, in addition to a Convertible Note, one accompanying
Warrant to purchase the number of Warrant Shares calculated by dividing the principal amount of the holder’s Convertible Note by
10. The Warrants expire five years from the date of issuance. The holder of a Warrant may, in its sole discretion, exercise the Warrant
in whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of shares of Common Stock for which the
Warrant is exercisable (and in lieu of being entitled to receive shares of Common Stock) in the manner required by Section 2.2 of the
form of Warrant attached to this Current Report as Exhibit 4.1.
Under
the terms of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or more registration
statements covering the resale of any shares of Common Stock held by its stockholders. The Company also agreed to include all Conversion
Shares and Warrant Shares in the proposed piggy-back registration statement with respect to which the Company has received from a purchaser
a written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser. The Company
shall use its commercially reasonable efforts to cause such piggyback registration statement to be declared effective by the Securities
and Exchange Commission, so as to permit the public resale by such purchaser of the Conversion Shares and/or Warrant Shares pursuant
thereto, at the Company’s sole cost and expense and at no cost or expense to such purchaser.
The
Warrants, the Convertible Notes and the Purchase Agreement include other customary terms and conditions. The above description of the
Warrants, the Convertible Notes and the Purchase Agreement are qualified in their entirety by the text of the form of Warrant, the form
of Convertible Note and the form of Purchase Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to
this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Convertible Notes
is hereby incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon
the representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made
in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.
The
offer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered
under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto,
is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other
securities of the Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission on March 18, 2026). |
| 4.2 |
|
Form of Convertible Note(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission on March 18, 2026). |
| 10.1 |
|
Form of Purchase Agreement, initially entered into on June 3, 2026. |
| 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:
June 8, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Akinobu Yorihiro |
| |
|
Akinobu
Yorihiro |
| |
|
Interim
Chief Executive Officer and Chief Technology Officer |
