Newton Golf Company, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Newton Golf Company, Inc. (Nasdaq: NWTG) on July 2, 2026, reporting events occurring on June 26, 2026. The Company is an emerging growth company incorporated in Delaware. The filing details an additional closing under a previously disclosed Securities Purchase Agreement.
Key Financial Metrics and Transaction Details
- Cash Proceeds: The Company received $200,000 in cash proceeds from the June 26, 2026 closing.
- Debt Issuance: A Convertible Note with a principal amount of $200,000 was issued.
- Warrant Issuance: Warrants to purchase 20,000 shares of Common Stock were issued.
- Aggregate Outstanding: As of June 26, 2026, the total principal amount of issued Convertible Notes is $2,050,000, with warrants to purchase 205,000 shares.
- Remaining Capacity: The Company retains authorization to issue an additional $750,000 in Convertible Notes and warrants for 75,000 shares under the agreement.
- Interest Rate: Notes accrue interest at 10% per annum, paid in kind.
- Default Rate: Interest increases to 20% per annum upon an event of default.
Material Changes and Terms
This filing represents a continuation of a financing program initiated on March 16, 2026, with subsequent closings on April 13, 2026, and June 8, 2026. The June 26 transaction increased the total funded amount but did not alter the core terms of the agreement, which were amended on May 28, 2026.
Key terms of the Convertible Notes include:
- Maturity: 18 months from the date of issuance.
- Conversion Price: $1.60 per share (subject to adjustment).
- Warrant Exercise Price: $1.75 per share (subject to adjustment).
- Voluntary Conversion: The Company may elect to convert notes if the Common Stock closes at or above $3.00 per share for 10 consecutive trading days prior to maturity.
- Change of Control: Holders may elect full repayment or conversion upon a change of control.
- Prepayment: Notes are repayable in whole or in part at any time prior to maturity without penalty.
Outlook, Risks, and Contingencies
The Company has agreed to file registration statements to cover the resale of Conversion Shares and Warrant Shares, including piggy-back registration rights for purchasers. The securities were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Risks associated with this transaction include:
- Dilution: Conversion of notes and exercise of warrants will increase the number of outstanding shares.
- Default Risk: Failure to pay principal or interest, or breach of covenants, triggers a 20% default interest rate and immediate repayment obligations.
- Liquidity: While the transaction provided immediate cash, the Company remains subject to the repayment obligations of the outstanding $2.05 million principal plus accrued interest.
Investor Verification Checklist
- Verify the total outstanding principal of $2,050,000 and the remaining $750,000 capacity under the Purchase Agreement.
- Confirm the conversion price of $1.60 and warrant exercise price of $1.75 against current market prices to assess immediate dilution potential.
- Review the May 28, 2026 amendment to the Purchase Agreement for any material changes to covenants or terms not detailed in this summary.
- Monitor the Company's cash position to ensure ability to service the 10% interest (paid in kind) and potential principal repayment.
- Check for any subsequent filings regarding the effectiveness of the registration statement for the resale of these securities.