Newton Golf Company, Inc 8-K, filed Sep 18, 2026
Newton Golf Company, Inc. (NWTG)
About this 8-K
Newton Golf Company, Inc filed this 8-K on September 18, 2026, reporting on events of September 15, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 | ||