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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 15, 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.
Private
Placement
On
September 15, 2026, an additional investor (the “September Investor”) became party to the Securities Purchase Agreement,
dated as of August 14, 2026 (the “Securities Purchase Agreement”), among Newton Golf Company, Inc. (the “Company”)
and the investors named therein (the “Investors”), and the Company closed an additional tranche (the “Second Tranche”)
of its private placement (the “Private Placement”) of shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock,” and such shares, the “Investor Shares”) pursuant thereto with the September Investor. The
September Investor purchased 215,079 shares of Common Stock at a Per Share Price of $1.26, for aggregate gross proceeds
to the Company of $271,000. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Securities
Purchase Agreement.
The
Private Placement is structured in tranches, consisting of (i) an initial tranche of not less than $1,000,000 (the “First Tranche”)
and (ii) one or more additional tranches (each, an “Additional Tranche”), until the aggregate purchase price for all tranches
reaches up to $5,000,000. The First Tranche closed on August 14, 2026 for aggregate gross proceeds to the Company of $1,000,000, and
the Second Tranche closed on September 15, 2026 for aggregate gross proceeds to the Company of $271,000.
The
Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations
of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase Agreement were
made only for purposes of such Securities Purchase 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 the Securities Purchase 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.
In
addition, on September 15, 2026, the September Investor became party to the Registration Rights Agreement, dated as of August
14, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than forty-five (45)
calendar days after the closing date of each of the First Tranche and each Additional Tranche for purposes of registering the resale
of the Investor Shares, to use its commercially reasonable efforts to have such Registration Statement declared effective by the earlier
of (a) ninety (90) days following such filing deadline and (b) the tenth (10th) business day after the SEC notifies the Company that
the Registration Statement will not be reviewed or will not be subject to further review, and to keep the Registration Statement effective
until the date that all registrable securities covered by the Registration Statement (i) have been resold thereunder, or (ii) may be
resold without volume or manner-of-sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144.
The
Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act
and in reliance on similar exemptions under applicable state laws. The Investor represented that it was an accredited investor (as defined
in Rule 501(a) of Regulation D) or a qualified institutional buyer (as defined in Rule 144A) and was purchasing the Investor Shares solely
for investment purposes, for its own account and not with a view to the resale or distribution of the Shares. The Investor Shares are
being offered without any general solicitation by the Company or its representatives. The Investor Shares sold and issued in the Private
Placement will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from the registration requirements.
The
foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are
qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Registration Rights Agreement included
as Exhibits 10.1 and 10.2, respectively, 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 regarding the Private Placement is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2026) |
| 10.2 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2026) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Pursuant
to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished
supplementally to the Securities and Exchange Commission upon request. |
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 18, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Akinobu Yorihiro |
| |
|
Akinobu
Yorihiro |
| |
|
Interim
Chief Executive Officer and Chief Technology Officer |
