Every 8-K that Newton Golf Company, Inc. (NWTG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NWTG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NWTG filings page.
Newton Golf Company, Inc. (NWTG) entered into a Securities Purchase Agreement for a private placement of common stock in multiple tranches for up to an aggregate purchase price of $5,000,000. Shares will be sold at a per share price tied to recent Nasdaq closing prices, with a floor of $1.24 per share.
The initial tranche closed on August 14, 2026, providing $1,000,000 of gross proceeds to the company. Newton Golf also entered into a Registration Rights Agreement committing to file a resale registration statement within 45 days after each tranche closing and to use commercially reasonable efforts to have it declared effective within specified timeframes.
The private placement relies on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, with Investor Shares sold to accredited investors or qualified institutional buyers without general solicitation.
Newton Golf Company entered Exchange Agreements with certain noteholders to swap approximately $2.3 million of existing convertible notes, including accrued interest, into 24,092.61 shares of a new Series A Convertible Preferred Stock at an Original Issue Price of $1.00 per share.
The Series A Preferred Stock carries a 10.00% annual dividend on the Original Issue Price, which the company may pay in cash, by increasing the stated value, or allow to accrue. It ranks senior to common stock in dividends and liquidation and is initially convertible into common shares at a $1.00 conversion price, with forced conversion possible if the common stock trades at or above $3.00 for 10 consecutive trading days and a resale registration is effective.
The class has significant investor protections, including voting on an as-converted basis, preemptive rights in subsequent offerings, and consent rights over senior securities or a voluntary bankruptcy while at least 25% of the originally issued preferred shares remain outstanding. A beneficial ownership cap generally limits any holder to 4.99% of outstanding common stock, adjustable up to 19.99% subject to notice and stockholder approval thresholds.
Newton Golf Company, Inc. entered into a Loan and Security Agreement with Brynnwood, LLLP for a senior secured revolving credit facility of up to $5,000,000. The facility bears interest at Daily Simple SOFR plus 13% and currently matures on July 1, 2028.
The company’s obligations are secured by a first priority lien on substantially all assets, and it paid a one-time commitment fee of 2% of the facility. The agreement includes customary covenants, reverse-takeover provisions, and events of default that allow the lender to accelerate the debt and exercise remedies against the collateral.
Newton Golf Company, Inc. completed an additional closing under its existing securities purchase agreement, issuing a new $200,000 unsecured convertible note and a warrant to purchase 20,000 shares of common stock. This brings issued notes to $2,050,000 and warrants to 205,000 shares, under a program allowing up to $3,000,000 of notes and 300,000 warrants.
The notes mature 18 months from issuance, carry 10% annual interest paid in kind, and are convertible at $1.60 per share, while the warrants are exercisable at $1.75 per share for five years. The company may force conversion if the stock closes at or above $3.00 for 10 consecutive trading days, and the notes may be repaid early without penalty. The financing was completed as a private placement relying on Section 4(a)(2) and Rule 506(b) exemptions.
Newton Golf Company, Inc. entered into a new financing arrangement, increasing its convertible note and warrant program to up to $3,000,000 in unsecured Convertible Notes and Warrants to purchase up to 300,000 shares of common stock.
To date, the company has issued Convertible Notes totaling $1,550,000 and Warrants for 155,000 shares under the March financing. On June 3, 2026, it completed the first closing of the June financing, issuing a $500,000 Convertible Note and a Warrant for 50,000 shares, receiving cash proceeds of $500,000. The notes mature in 18 months, accrue interest at 10% per year paid in kind, and are convertible into common stock at $1.60 per share, while the Warrants have a five-year term and an exercise price of $1.75 per share.
The notes carry a 20% default interest rate and allow optional early repayment by the company and certain conversion features tied to share price and change-of-control events. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D, with piggy-back registration rights for the underlying conversion and warrant shares.
Newton Golf Company, Inc. announced that its Board of Directors appointed Gregg Hemphill as a new independent director, effective May 19, 2026. He will serve until the 2026 annual stockholders’ meeting and has been named to the Audit, Compensation, and Nominating and Corporate Governance Committees.
Hemphill will be compensated under the company’s non-employee director program, which includes a $30,000 annual cash retainer and an annual grant of RSUs valued at $37,500. In addition, he received a one-time initial RSU award with a grant date fair value of $30,000, all vesting after 12 months. The company states there are no related-party relationships or special arrangements tied to his selection.
Newton Golf Company reported weaker results for Q1 2026 as it retooled manufacturing to support future growth. Revenue was $1.0 million, down 18% from $1.2 million a year earlier, and gross margin fell to 63% from 70% due to temporary production inefficiencies.
Operating expenses rose 15% to $3.2 million, driving a larger net loss of $2.7 million, or ($0.58) per share, versus a $0.5 million loss, or ($0.55), last year. Cash ended at $593,000, while total liabilities exceeded assets, creating a stockholders’ deficit of $1.5 million as of March 31, 2026.
To bolster liquidity, the company arranged up to $2.0 million of convertible notes at a $1.60 conversion price with $1.75 warrants, issuing $500,000 in Q1 and another $850,000 afterward. Management highlighted about $1.2 million of customer deposits and open wholesale orders awaiting shipment and noted ongoing efforts to maintain Nasdaq listing compliance while expanding new products, international distribution, and fitter network growth.
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.
Newton Golf Company, Inc. reported that Nasdaq has notified it of non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain on The Nasdaq Capital Market. The company has 45 days, until May 21, 2026, to submit a compliance plan.
If Nasdaq accepts the plan, Newton Golf could have up to 180 days from April 6, 2026, until October 3, 2026, to regain compliance. Trading of its common stock under the symbol NWTG continues for now, but the shares could be delisted if the plan is not accepted or compliance is not restored.
Newton Golf Company, Inc. reported that director Greg Campbell resigned from its Board of Directors, effective March 31, 2026. The Company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating an orderly board-level transition rather than a dispute.
Newton Golf Company, Inc. removed Greg Campbell from his roles as Executive Chairman, Chief Executive Officer and principal executive officer on March 27, 2026. The company appointed co‑founder Akinobu Yorihiro, age 57, as Interim Chief Executive Officer and principal executive officer, while he continues as Chief Technology Officer and director. The Board of Directors also named Brett Hoge as its new Chairperson. Yorihiro brings prior leadership experience at Nippon Xport Ventures, Yoshimoto Entertainment USA and Bellrock Media, as well as a background as a corporate M&A partner at Bingham McCutchen LLP. His compensation remains unchanged in connection with the interim CEO role, and the company states there are no family relationships, related‑party transactions or special arrangements tied to his appointment.
Newton Golf Company, Inc. entered into a securities purchase agreement to issue up to $2,000,000 of unsecured convertible notes and accompanying stock warrants. At the first closing, it issued a $500,000 note and a warrant for 50,000 common shares to entities controlled by director Brett Hoge, receiving $500,000 in cash.
The notes bear 10% annual paid-in-kind interest, mature in 18 months, and are convertible at $1.60 per share, with potential company-initiated conversion if the stock trades at or above $3.00 for 10 consecutive days. Warrants have a five-year term with a $1.75 exercise price and include piggyback registration rights for underlying shares.
Newton Golf Company, Inc. expanded its Board of Directors from four to five members and appointed John Bode as an independent director effective January 30, 2026. He will serve on the Audit Committee and receive standard non-employee director pay: a $30,000 annual cash retainer and annual restricted stock units valued at $37,500, plus an initial RSU grant valued at $30,000, each vesting after 12 months.
The Board also named current Chief Financial Officer Jeff Clayborne as Chief Financial Officer and Chief Operating Officer, effective January 30, 2026, with no change to his existing compensation. The filing states there are no related-party relationships or special arrangements tied to either appointment.
Newton Golf Company, Inc. reported results from its 2025 annual stockholder meeting and related equity actions. Stockholders approved the Amended and Restated 2022 Equity Incentive Plan, which increases the shares available for awards by an additional 1,400,000 shares, adds an annual increase feature of up to 5% of fully diluted outstanding common shares starting January 1, 2026, and extends the plan’s expiration to December 18, 2035.
Following this approval, the company granted 200,000 restricted stock units (RSUs) to its Executive Chairman and CEO, 175,000 RSUs to its CFO, and 225,000 RSUs to its CTO. These RSUs vest ratably over three years, fully vest upon a change in control, and provide partial vesting upon death or disability. Stockholders also elected four directors, ratified Weinberg & Company, P.A. as auditor for 2025, and approved the equity plan, each receiving the requisite affirmative vote.
Newton Golf Company (NWTG) furnished a press release announcing its financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K dated November 13, 2025. The company notes this information is furnished, not deemed “filed” under Section 18 of the Exchange Act, and will only be incorporated by reference if specifically referenced in a future filing.
Newton Golf Company, Inc. amended and restated its Bylaws. The update reflects the company’s name change from Sacks Parente Golf, Inc. to Newton Golf Company, Inc. and reduces the stockholder meeting quorum to one‑third of the capital stock issued and outstanding and entitled to vote, present in person, by remote communication if applicable, or by proxy.
The bylaw amendments took effect on October 28, 2025. The amended and restated Bylaws are filed as Exhibit 3.1.
Newton Golf Company, Inc. entered into an at-the-market (ATM) offering agreement with Kingswood Capital Partners, LLC, allowing the company to sell common stock from time to time. A prospectus supplement filed immediately prior authorizes sales of up to $10.0 million of shares under the program, using the company’s effective Form S-3 shelf.
Sales, if any, may be made on the Nasdaq Capital Market at market prices or as otherwise agreed, and the company may also sell shares to the agent as principal under separate terms. Neither party is obligated to transact, and the agreement can be terminated by either party on 10 business days’ written notice. The company agreed to customary indemnification provisions in favor of the agent.
Newton Golf Company, Inc. reported that director Dottie Pepper resigned from its Board on September 28, 2025, and the company stated her resignation was not due to any disagreement over operations, policies, or practices. As a result, Newton Golf notified Nasdaq on September 30, 2025 that it no longer complies with Nasdaq Listing Rules requiring a majority of independent directors on the Board and at least three independent members on the audit committee. On October 2, 2025, Nasdaq formally notified the company of this non-compliance. Nasdaq rules provide a cure period lasting until the earlier of the next annual stockholders’ meeting or September 29, 2026, with an extension to March 27, 2026 if the meeting occurs before that date. The company states that it intends to appoint an additional independent director to the Board and its audit committee within this cure period to regain compliance.