Business Context and Reporting Period
Company: Newton Golf Company, Inc. (NWTG)
Filing Type: Form 8-K (Current Report)
Reporting Date: April 7, 2026 (Earliest event reported)
Event: Entry into a Material Definitive Agreement involving additional closings of a securities purchase agreement originally executed on March 16, 2026.
Key Financial Metrics and Transaction Details
This filing details a multi-closing financing transaction involving unsecured promissory notes (Convertible Notes) and common stock warrants. The aggregate funded amount of the Convertible Notes is up to $2,000,000.
| Closing Date | Convertible Note Principal | Warrant Shares Issued | Cash Proceeds Received |
|---|---|---|---|
| March 16, 2026 (First Closing) | $500,000 | 50,000 | $500,000 |
| April 7, 2026 (Second Closing) | $500,000 | 50,000 | $500,000 |
| April 9, 2026 (Third Closing) | $100,000 | 10,000 | $100,000 |
| April 9, 2026 (Fourth Closing) | $250,000 | 25,000 | $250,000 |
| Total (as of April 9, 2026) | $1,350,000 | 135,000 | $1,350,000 |
Instrument Terms:
- Interest Rate: 10% per annum, paid in kind (PIK).
- Maturity: 18 months from issuance.
- Conversion Price: $1.60 per share (subject to adjustments).
- Warrant Exercise Price: $1.75 per share (subject to adjustments).
- Warrant Expiration: 5 years from issuance.
- Default Interest Rate: 20.0% per annum.
Material Changes and Liquidity Impact
The Company has raised an additional $850,000 in cash proceeds during the period of April 7–9, 2026, following the initial $500,000 closing in March. This brings the total cash raised under this specific agreement to $1,350,000. The filing does not provide comparative revenue, profit, or margin data for the period, as this is a transactional report rather than a periodic financial statement.
Outlook, Risks, and Contingencies
Management Commentary: The filing is a disclosure of contractual obligations and does not contain forward-looking guidance on revenue or earnings.
Risks and Contingencies:
- Dilution Risk: The Convertible Notes and Warrants will result in the issuance of additional shares upon conversion or exercise. The Company may also be required to include these shares in future piggy-back registration statements.
- Default Risk: Events of default include failure to pay principal/interest, failure to perform material covenants, and bankruptcy. Upon default, interest accelerates to 20% per annum, and all principal becomes due.
- Change of Control: Holders have the option to demand full repayment or convert notes upon a change of control prior to maturity.
- Early Conversion: The Company may elect to convert notes if the stock price closes at or above $3.00 for 10 consecutive trading days.
Investor Verification Checklist
- Verify the total outstanding principal balance of Convertible Notes ($1,350,000 as of April 9, 2026) against the Company's latest balance sheet.
- Confirm the identity of the purchasers, noting that the First Closing purchasers are affiliates of Director Brett Hoge.
- Review the full text of the Purchase Agreement (Exhibit 10.1) and Convertible Note (Exhibit 4.2) for specific covenants and adjustment mechanisms.
- Monitor the Company's stock price relative to the $1.60 conversion price and $3.00 early conversion trigger.
- Assess the impact of the 10% PIK interest on future cash flow requirements and potential dilution upon maturity.