Newton Golf (NWTG) secures $1.35M in 10% convertible notes with warrants

Rhea-AI Filing Summary

Newton Golf Company, Inc. completed additional closings under a previously disclosed securities purchase agreement, issuing unsecured convertible notes and warrants for total principal of $1.35 million across four closings, out of up to $2.0 million available.

The notes bear 10% annual interest paid in kind, mature in 18 months, and are convertible into common stock at $1.60 per share. Accompanying five-year warrants allow purchases of common stock at an exercise price of $1.75 per share. The financing was conducted as an unregistered private placement under Section 4(a)(2) and Rule 506(b) of Regulation D.

Insights

Capital structure analyst

Newton Golf raises $1.35M via 10% convertible notes with attached warrants.

Newton Golf Company, Inc. has drawn $1.35 million of a possible $2.0 million through unsecured convertible notes carrying 10% paid-in-kind interest and five-year warrants. This structure brings in cash while adding potential future equity dilution.

The notes convert at $1.60 per share, with forced conversion possible if the stock trades at or above $3.00 for 10 consecutive days before the 18‑month maturity. Warrants are exercisable at $1.75 per share, further linking upside to share performance.

Key terms include optional early repayment, a 20% default interest rate, and change-of-control rights allowing holders to choose repayment or conversion. Future filings may detail how much of the remaining $2.0 million capacity is utilized and any piggy-back registration progress for resale of conversion and warrant shares.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, and exhibit attachments filed with this report.

Key Figures

Maximum note capacity: $2,000,000 Notes issued first closing: $500,000 principal Notes issued second closing: $500,000 principal +5 more

8 metrics

Maximum note capacity $2,000,000 Aggregate funded amount available under securities purchase agreement

Notes issued first closing $500,000 principal First closing on March 16, 2026

Notes issued second closing $500,000 principal Second closing on April 7, 2026

Notes issued third closing $100,000 principal Third closing on April 9, 2026

Notes issued fourth closing $250,000 principal Fourth closing on April 9, 2026

Interest rate 10% per annum Convertible notes interest paid in kind

Default interest rate 20% per annum Applies upon event of default on notes

Conversion and exercise prices $1.60 conversion, $1.75 warrant exercise Prices per share of common stock

Key Terms

Convertible Notes, Warrants, piggy-back registration, Section 4(a)(2) of the Securities Act, +2 more

6 terms

Convertible Notes financial

"the Company agreed to issue... unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”)"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Warrants financial

"and common stock warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”)"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

piggy-back registration regulatory

"include all Conversion Shares and Warrant Shares in the proposed piggy-back registration statement"

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

change of control financial

"Upon the occurrence of a change of control prior to the conversion or repayment of the Convertible Notes"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Understanding 8-K Material Events →

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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): April 7, 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.

On April 7, 2026 and April 9, 2026, Newton Golf Company, Inc. (the “Company”) entered into additional closings on the securities purchase agreement (the “Purchase Agreement”) that the Company entered into on March 16, 2026 and disclosed on a Current Report on Form 8-K on March 16, 2026 (the “Previous Current Report”). Pursuant to the Purchase Agreement, the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) 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”).

As previously disclosed on the Previous Current Report, the first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of the Warrant Shares are entities affiliate with, and controlled by Brett Hoge, one the Company’s directors. At the First Closing, the Company received cash proceeds of $500,000.

The second closing occurred on April 7, 2026 (the “Second Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and 50,000 Warrant Shares. At the Second Closing, the Company received cash proceeds of $500,000.

The third closing occurred on April 9, 2026 (the “Third Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $100,000 and 10,000 Warrant Shares. At the Third Closing, the Company received cash proceeds of $100,000.

The fourth closing occurred on April 9, 2026 (the “Fourth Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $250,000 and 25,000 Warrant Shares. At the Fourth Closing, the Company received cash proceeds of $250,000.

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 the 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 the Securities and Exchange Commission on March 18, 2026).
10.1		Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 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: April 13, 2026	NEWTON GOLF COMPANY, INC.
	By:	/s/ Akinobu Yorihiro
		Akinobu Yorihiro
		Interim Chief Executive Officer and Chief Technology Officer

FAQ

What financing did Newton Golf (NWTG) complete in this 8-K?

Newton Golf completed additional closings of unsecured convertible notes with warrants, raising $1.35 million of principal under a securities purchase agreement allowing up to $2.0 million. The deals provide cash financing through privately placed, unregistered securities under Section 4(a)(2) and Rule 506(b).

What are the key terms of Newton Golf’s convertible notes disclosed here?

The unsecured convertible notes mature 18 months from issuance, accrue 10% annual interest paid in kind, and convert into common stock at $1.60 per share. Upon default, principal and interest become immediately due and bear 20% annual interest, with standard covenant and insolvency default triggers.

How much did Newton Golf raise at each closing under the purchase agreement?

Newton Golf issued a $500,000 note and warrants at the first closing, another $500,000 note at the second, a $100,000 note at the third, and a $250,000 note at the fourth. Each note was paired with warrants sized at one-tenth of the note’s principal amount in warrant shares.

What are the warrant terms in Newton Golf’s recent financing?

Each purchaser received a warrant with shares equal to one-tenth of its note principal, exercisable for five years at $1.75 per share. Holders may exercise in whole or part, and the warrants include provisions for cashless exercise as described in the form of warrant attached as an exhibit.

When can Newton Golf force conversion of these convertible notes?

If Newton Golf’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 elect to convert all outstanding notes into common shares at the $1.60 conversion price, after giving holders 10 calendar days’ written notice.

How does a change of control affect Newton Golf’s convertible notes?

If a change of control occurs before repayment or conversion, noteholders may choose repayment of all outstanding principal and accrued interest after closing, or convert those amounts into common stock at the $1.60 conversion price, giving investors flexibility around a strategic transaction outcome.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB