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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 23, 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
September 23, 2026, the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Spartan
Crest Capital Corp. (“Spartan Crest”) and Cannon Bridge Mining Services (“Cannon Bridge”). Pursuant to the Assignment
Agreement, Spartan Crest irrevocably assigned to the Company all of its rights and obligations under that certain Option Agreement, dated
as of August 1, 2026, between Cannon Bridge and Spartan Crest (the “Option Agreement”), including the exclusive option to
acquire a 100% ownership interest in the Pole Canyon Project, consisting of 16 unpatented lode mining claims (MW 1 through MW 16) totaling
approximately 330 acres, located in White Pine County, Nevada. In connection with the assignment, the Company assumed all remaining payment
obligations under the Option Agreement, including (i) remaining cash option payments aggregating to $200,000 (of which $165,000
remains unpaid), payable in installments over 24 months from the date of the Option Agreement (the “Remaining Payments”),
(ii) $200,000 in share consideration deliverable to Cannon Bridge in two tranches (the “Share Consideration”), which Share
Consideration shall be deemed to be part of the Transaction Shares (as defined below), and (iii) a 2.0% net smelter return royalty (the
“NSR”) upon vesting of the option. Upon payment in full of the Remaining Payments and the Share Consideration by the Company,
Cannon Bridge shall convey to the Company 100% right, title and interest in and to the Property subject to the NSR. In connection with
the transactions contemplated by the Assignment Agreement, Spartan Crest has the right to designate two independent members to serve
on the Company’s board of directors, subject to approval by the Company’s board, and one executive officer of the Company,
with the responsibilities of such officer to be mutually agreed to by Spartan Crest and the Company.
The
Company has also agreed to file a registration statement with the Securities and Exchange Commission within forty-five (45) days following
the closing covering the resale of shares of Common Stock issued to Spartan Crest’s designees. In exchange for the option assignment,
the Company issued to designees of Spartan Crest shares of the Company’s Common Stock equal to 19.9% of the Company’s total
issued and outstanding shares of Common Stock immediately prior to the closing (the “Transaction Shares”).
The
foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the
Assumption Agreement, which is filed 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 Transaction Shares were
issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Transaction Shares bear
restrictive legends as required by applicable securities laws. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
| Item 9.01. |
Financial Statements and
Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Assignment and Assumption Agreement, dated as of September 23, 2026 |
| 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 |
