8-K
Newton Golf Company, Inc. (NWTG)
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): December 18, 2025
NEWTON
GOLF COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41701 | 82-4938288 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
551Calle 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<br> communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> stock, par value $0.01 per share | NWTG | The<br> 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
EquityPlan
As disclosed under Item 5.07 of this Current Report on Form 8-K, on December 18, 2025, the stockholders of Newton Golf Company, Inc. (the “Company”) approved (the “Plan Approval”) the Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”), which incorporated certain amendments to the Plan, including (i) an increase in the number of shares of the Company’s common stock available for issuance thereunder by an additional 1,400,000 shares, (ii) an annual share increase equal to the lesser of 5% of the Company’s fully diluted outstanding shares of common stock as of the immediately preceding December 31, or such lesser number determined by the Company’s board of directors, with the first such increase to be effective January 1, 2026; and (iii) an extension of the Plan’s expiration date to December 18, 2035.
The Plan is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”). The description of the Plan contained in the Proxy Statement and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
EquityGrants
In connection with the Plan Approval, the Company granted 200,000 restricted stock units (“RSUs”) to its Executive Chairman and Chief Executive Officer, 175,000 RSUs to its Chief Financial Officer, and 225,000 RSUs to its Chief Technology Officer (the “Grants”). The Grants utilize the form of RSU award agreement (the “Award Agreement”) attached hereto as Exhibit 10.2. Subject to continuing employment, the Grants will vest ratably over three years. All units subject to the Grants will vest in full upon a change in control of the Company. If an executive dies or becomes disabled, the Award Agreement provides that a pro-rata portion of the Grants will vest based on the number of days of service during the vesting period. These grants were previously approved by the Compensation Committee of the Board of Directors of the Company, contingent upon obtaining the Plan Approval, and became effective on December 18, 2025.
The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 18, 2025, the Company held its 2025 annual meeting of stockholders. The following matters (the “Proposals”) were voted upon by the stockholders with the final voting results as shown:
Proposal1. To elect four directors to serve as directors of the Company until the next annual meeting of stockholders and until his or her successoris elected and qualified or until his or her earlier death, resignation or removal.
| Name | Votes<br> For | Votes<br> Withheld | Broker<br> Non-Votes |
|---|---|---|---|
| Dr.<br> Greg Campbell | 1,030,840 | 213,318 | 1,527,317 |
| Jane<br> Casanta | 1,147,133 | 97,025 | 1,527,317 |
| Brett<br> Hoge | 1,144,987 | 99,171 | 1,527,317 |
| Akinobu<br> Yorihiro | 1,176,849 | 67,309 | 1,527,317 |
Proposal2. To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm forthe fiscal year ending December 31, 2025.
| Votes<br> For | Votes<br> Against | Abstain | Broker<br> Non-Votes |
|---|---|---|---|
| 2,736,617 | 33,496 | 1,362 | — |
Proposal3. To approve the Amended and Restated 2022 Equity Incentive Plan.
| Votes<br> For | Votes<br> Against | Abstain | Broker<br> Non-Votes |
|---|---|---|---|
| 1,028,798 | 195,444 | 19,916 | 1,527,317 |
The Proposals, which are described in more detail in the Proxy Statement, received the affirmative requisite vote of the stockholders of the Company.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 10.1 | Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on December 18, 2025). |
| 10.2 | Newton Golf Company, Inc. Form of Restricted Stock Unit Award Agreement. |
| 104 | Cover<br> Page Interactive Data File––the cover page XBRL tags are 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:<br> December 18, 2025 | NEWTON GOLF COMPANY, INC. | |
|---|---|---|
| By: | /s/ Greg Campbell | |
| Greg<br> Campbell | ||
| Executive<br> Chairman and Chief Executive Officer |
Exhibit10.2
NEWTONGOLF COMPANY, INC.
AMENDEDAND RESTATED 2022 EQUITY INCENTIVE PLAN
RestrictedStock Unit Award Agreement
GrantNotice
Newton Golf Company, Inc. (the “Company”), pursuant to its Amended and Restated 2022 Equity Incentive Plan (the “Plan”), hereby grants an award of restricted stock units (“RSUs”) to you, the Participant named below. The terms and conditions of this RSU award (this “Award”) are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this Grant Notice and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
| Name<br> of Participant: | |
|---|---|
| Number<br> of Restricted Stock Units: | |
| Grant<br> Date: | [<br> ], 2025 |
| Vesting<br> Schedule: | |
| Scheduled<br> Vesting Dates* | Number<br> of Restricted Stock Units that Vest |
| * Provided that your employment with the Service Recipient has been continuous from the Grant Date to the applicable Scheduled Vesting Date. |
| Restricted Stock Unit Award Agreement | Page 1 |
| --- | --- |
By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewedthese documents, including the vesting and forfeiture provisions of Section 4, and that they set forth the entire agreement between youand the Company regarding this Award of Restricted Stock Units.
| PARTICIPANT | NEWTON GOLF COMPANY, INC. | |
|---|---|---|
| By: | ||
| Name: | Name: | Greg Campbell |
| Title: | Executive<br> Chairman and Chief Executive Officer |
| Restricted Stock Unit Award Agreement | Page 2 |
| --- | --- |
NEWTONGOLF COMPANY, INC.
AMENDEDAND RESTATED 2022 EQUITY INCENTIVE PLAN
RestrictedStock Unit Award Agreement
Termsand Conditions
1. Grant of Restricted Stock Units. The Company hereby grants to the Participant named in the Grant Notice an Award of RSUs. Each RSU represents the right to receive one Share of the Company’s Stock.
2. Restrictions Applicable to RSUs. Neither this Award nor the RSUs subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 2 shall be void and without effect. The RSUs and your right to receive shares in settlement of any RSUs under this Agreement shall be subject to forfeiture as provided in Section 4(e) except to the extent the RSUs have vested as provided in Sections 4 and 5.
3. No Shareholder Rights. The RSUs subject to this Award do not entitle you to any rights of a holder of the Company’s common stock. The RSUs do not provide any dividends or dividend equivalents. You will not have any of the rights of a shareholder of the Company in connection with the grant of RSUs subject to this Agreement unless and until shares are issued to you upon settlement of vested RSUs as provided in Section 5.
4. Vesting and Forfeiture of RSUs. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule in the Grant Notice, on which RSUs subject to this Agreement vest as provided in this Section 4. In order for RSUs to vest, you must remain continuously employed from the Grant Date until the date such vesting occurs.
(a) Scheduled Vesting. If you remain continuously employed from the Grant Date, then the RSUs will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule.
(b) Death or Disability. In the event of your termination of employment by reason of your death or Disability prior to the final Scheduled Vesting Date, then a pro-rata portion (based on the number of days during which you were continuously employed since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the RSUs scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date.
(c) Change in Control. All unvested RSUs shall vest in full upon the occurrence of a Change in Control that occurs while you continue to be employed.
(d) Other Agreements or Plans*.* Unvested RSUs shall also vest as provided in any separate employment (or similar) agreement or severance plan to which you are a party or a participant, provided that the better of the vesting terms provided by this Agreement and the other agreement or plan shall apply.
(e) Effect of Termination of Employment. Except as otherwise provided in accordance with Section 4(b) or (c), if you cease to be an employee prior to a Scheduled Vesting Date, you will forfeit all unvested RSUs.
| Restricted Stock Unit Award Agreement | Page 3 |
| --- | --- |
5. Settlement of RSUs. After any RSUs vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the 15^th^ day of the third calendar month following the Vesting Date), and after the Company has determined that all other conditions to your receipt of shares, including satisfaction of withholding tax obligations and compliance with applicable laws, have been satisfied, the Company shall cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable) one share of Stock in payment and settlement of each vested RSU. Delivery of the shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 6 and compliance with all applicable legal requirements as provided in the Plan, and shall be in complete satisfaction and settlement of such vested RSUs. If the RSUs that vest include a fractional RSU, the Company shall round the number of vested RSUs down to the nearest whole RSU prior to issuance of shares as provided herein.
6. Tax Consequences and Withholding. No shares will be delivered to you in settlement of vested RSUs unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 16 of the Plan.
8. Additional Provisions.
(a) No Right to Employment. This Agreement does not give you a right to continued employment or other service with any Service Recipient, and the Service Recipient may terminate your employment at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
(b) Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, which is incorporated herein by reference, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. Except as provided in Section 4(d), if there is any conflict between this Agreement or the Plan and any separate employment (or similar) agreement or severance plan to which you are a party or a participant, the provisions of the other agreement or plan will govern.
(c) Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
(d) Section 409A of the Code. The Award of RSUs as provided in this Agreement and any issuance of shares or payment pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas. Reg. §1.409A-l(b)(4), and to the maximum extent permitted this Agreement will be interpreted and administered in accordance with this intent. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A.
(e) Electronic Delivery and Acceptance. The Company may deliver any documents related to this Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.
Bysigning the Grant Notice of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to allthe terms and conditions described above and in the Plan document.
| Restricted Stock Unit Award Agreement | Page 4 |
| --- | --- |