Form 8-K
8-K — Newton Golf Company, Inc.
Accession: 0001493152-26-044066
Filed: 2026-09-24
Period: 2026-09-21
CIK: 0001934245
SIC: 3949 ()
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
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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): September 21, 2026
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41701
82-4938288
(State
or other jurisdiction
(Commission
(IRS
Employer
of
incorporation)
File
Number)
Identification
No.)
551
Calle 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
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
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
stock, par value $0.01 per share
NWTG
The
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. ☐
Item
1.01. Entry into A Material Definitive Agreement.
On
September 21, 2026 and September 22, 2026, Newton Golf Company, Inc. (the “Company”) and an aggregate of three holders (the
“Holders”) of the Company’s Series A Common Warrants to Purchase Common Stock issued by the Company on December 13,
2024 (the “Warrants”) entered into warrant exchange agreements (the “Exchange Agreements”), pursuant to which
the Company issued to each Holder the number of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), calculated by dividing the product of (i) $0.35 multiplied by (ii) the number of shares of Common Stock underlying the
applicable Warrant by the lower of (i) the Nasdaq official closing price of the Common Stock immediately preceding the execution of the
applicable Exchange Agreement or (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately
preceding the execution of the applicable Exchange Agreement, in each case as determined in accordance with Nasdaq Listing Rule 5635(d).
Pursuant to the Exchange Agreements, on September 21, 2026 and September 22, 2026, the Company issued an aggregate of 232,202 shares
of Common Stock (the “Shares”) for the repurchase of Warrants previously exercisable for an aggregate of 749,999 shares of
Common Stock.
Pursuant
to the Exchange Agreements, the Company also agreed, for a period of 12 months following the date of the applicable Exchange Agreement,
that prior to issuing any Common Stock or securities convertible, exchangeable or exercisable into or for Common Stock (a “Future
Offering”), it will first deliver to each Holder a written notice describing generally the proposed Future Offering and providing
the Holder an option (the “Buyer Purchase Option”) to purchase its pro rata share, together with all other parties who have
entered into a Warrant Agreement that elect to participate in such Future Offering, of 10% of the number of shares of Common Stock (or
securities convertible, exchangeable or exercisable into or for Common Stock) that are proposed to be sold in the Future Offering, subject
to customary cut-back rights. The Buyer Purchase Option does not apply to (i) any Exempt Issuance or (ii) any “at-the-market”
offering. An “Exempt Issuance” includes (A) any transaction involving the Company’s issuances of securities as consideration
in a merger, consolidation, share exchange, business combination, or acquisition of a business, product, license or other assets by the
Company, or in connection with any strategic partnership or joint venture; provided that securities issued in a PIPE, bridge financing
or other capital-raising transaction undertaken in connection with any such transaction shall not constitute an Exempt Issuance; (B)
any issuances of (i) shares of Common Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) pursuant
to, and in accordance with the terms of, any equity compensation plan of the Company; or (ii) shares of Common Stock (or securities convertible,
exchangeable or exercisable into or for Common Stock) issued or deemed to be issued by the Company upon the conversion, exchange or exercise
of any securities outstanding as of the date of the applicable Exchange Agreement or issued in a Future Offering.
The
Exchange Agreements contain customary representations, warranties and agreements by the Company and the Holders. The representations,
warranties and covenants contained in each Exchange Agreement were made only for purposes of such Exchange 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 such Exchange 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.
The
foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Exchange Agreement attached as Exhibit 10.1 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 is incorporated herein by reference. The issuance of the Shares
was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Form of Warrant Exchange Agreement
104
Cover
Page Interactive Data File (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:
September 24, 2026
NEWTON
GOLF COMPANY, INC.
By:
/s/
Jeff Clayborne
Jeff
Clayborne
Chief
Financial Officer and Chief Operating Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
WARRANT
EXCHANGE AGREEMENT
THIS
WARRANT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2026 (the “Effective
Date”), by and between Newton Golf Company, Inc., formerly known as Sacks Parente Golf, Inc., a Delaware corporation (the “Company”),
and [●], a [●] (“Seller”).
WHEREAS,
Seller is the legal and beneficial owner of Series A Common Warrants to Purchase Common Stock issued by the Company on December 13, 2024
(the “Warrants”), which, as originally issued, entitled Seller to purchase up to [ORIGINAL WARRANT SHARE COUNT] shares
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an initial exercise price of $2.40
per share; and
WHEREAS,
after giving effect to all adjustments through the Effective Date, including the Company’s 1-for-30 reverse stock split and the
Share Combination Event Adjustment pursuant to Section 3.9 of the Warrants, the Warrants currently entitle Seller to purchase up to [CURRENT
REMAINING ADJUSTED WARRANT SHARE COUNT] shares of Common Stock (the “Shares”) at an adjusted exercise price of $8.40
per Share, with the aggregate exercise price payable in cash except when a cashless exercise is permitted or required pursuant to Section
2.3 of the Warrants, in each case subject to the terms and conditions of the Warrants; and
WHEREAS,
the Company and Seller desire that Seller transfer and exchange with the Company the Warrants for immediate cancellation by the Company
upon the acquisition thereof, on the terms, and subject to the conditions, of this Agreement.
NOW,
THEREFORE, in consideration of these premises, the mutual promises of the parties hereto, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
Exchange of Warrant.
(a)
Consideration; Closing. At the Closing (as defined below), the Company and the Seller shall, pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended (the “Securities Act”), exchange the Warrants for the Consideration Shares (as
defined below), as described herein (the “Section 3(a)(9) Exchange”). On the terms and conditions set forth in this
Agreement, the consummation of the exchange of the Warrants contemplated hereby (the “Closing”) shall take place concurrently
with the execution of this Agreement on the Effective Date. At the Closing, Seller hereby exchanges, assigns, transfers and conveys to
the Company, and the Company hereby accepts from Seller, the Warrants representing the right to purchase the Shares on the terms, and
subject to the conditions, of the Warrants, in consideration for the issuance to Seller by Company of a number of restricted shares of
Common Stock equal to the quotient obtained by dividing (i) the product of (A) $0.35 multiplied by (B) [CURRENT REMAINING ADJUSTED WARRANT
SHARE COUNT] Shares by (ii) the Nasdaq Minimum Price (the “Consideration Shares”). Any fractional Consideration Share
resulting from this calculation shall be rounded up to the nearest whole share. “Nasdaq Minimum Price” means the lower
of (i) the Nasdaq Official Closing Price of the Common Stock immediately preceding the execution of this Agreement or (ii) the average
Nasdaq Official Closing Price of the Common Stock for the five Trading Days immediately preceding the execution of this Agreement, in
each case as determined in accordance with Nasdaq Listing Rule 5635(d).
Based
on a Nasdaq Minimum Price of $[NASDAQ MINIMUM PRICE], the foregoing calculation results in the issuance of [CONSIDERATION SHARE COUNT]
Consideration Shares to Seller.
Consideration Shares =
Current Remaining Adjusted Warrant Shares × $0.35
Nasdaq Minimum Price
(b)
Issuance of Consideration Shares; Cancellation of Warrants. At the Closing of the Section 3(a)(9) Exchange, the Company shall
instruct its transfer agent to issue the Consideration Shares to Seller in book-entry form. The Consideration Shares shall bear a customary
restrictive legend and may not be transferred except pursuant to an effective registration statement or an available exemption from registration.
Upon issuance of the Consideration Shares, the Warrants shall be automatically and irrevocably cancelled, terminated and of no further
force or effect, and Seller shall have no further rights under or with respect to the Warrants. Seller shall promptly deliver to the
Company any original Warrant certificate in Seller’s possession or control or, if any such certificate has been lost, stolen or
destroyed, such customary affidavit regarding the loss, theft or destruction thereof as the Company may reasonably request.
(c)
Registration of Consideration Shares. Within thirty (30) calendar days following the Effective Date, the Company shall file with
the Securities and Exchange Commission a registration statement covering the resale of any Consideration Shares which are not eligible
to be sold pursuant to Rule 144 without volume or manner-of-sale limitations. The Company shall use commercially reasonable efforts to
cause such registration statement to become effective as promptly as practicable thereafter and to maintain its effectiveness until the
earlier of (i) the sale of all Consideration Shares covered thereby or (ii) the date on which all Consideration Shares may be sold pursuant
to Rule 144 without volume or manner-of-sale limitations. Unless prohibited by applicable law, the holding period of the Consideration
Shares for purposes of Rule 144 and Section 4(a)(1) of the Securities Act shall tack on to the holding period of the Warrants. Seller
shall timely provide all information and execute all documents reasonably requested by the Company in connection with such registration
statement.
2.
Seller’s Representations. Seller represents and warrants to the Company as follows:
(a)
Seller is the sole record and beneficial owner of the Warrants, free and clear of any and all liens and encumbrances (other than restrictions
on transfer arising under the Warrants, the Company’s organizational documents or applicable securities laws).
(b)
Seller is a duly organized and validly existing [corporation][limited liability company][limited partnership] in good standing under
the laws of the jurisdiction in which it was [incorporated][organized]. The execution, delivery and performance of this Agreement by
Seller has been duly authorized and approved by all necessary [corporate][limited liability company][limited partnership] action with
respect to Seller, and each such authorization and approval remains in full force and effect. Seller has the [corporate][limited liability
company][limited partnership] power and authority to enter into and perform its obligations under this Agreement. This Agreement is a
legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent enforceability
may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law affecting creditors’ rights
generally and principles governing the availability of equitable remedies.
(c)
There is no legal action or suit or governmental proceeding or investigation pending or, to the knowledge of Seller, threatened against
Seller or the Warrants that in any way adversely affects or prevents the sale and delivery of the Warrants to be transferred hereunder
to the Company.
-2-
(d)
The execution, delivery and performance of this Agreement by Seller will not result in a breach or violation of or constitute a default
by Seller under its organizational documents or any material agreement or order to which Seller is a party or by which Seller is bound.
(e)
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
(f)
Seller has had access to all material information concerning the Company reasonably requested or desired by Seller to permit the evaluation
of the merits and risk associated with the transactions provided for in this Agreement, including the Section 3(a)(9) Exchange. Seller
has such knowledge and experience in financial and business matters that Seller is capable of evaluating the exchange of the Warrants
provided for herein and has the capacity to protect Seller’s own interests in connection therewith. Seller is an informed investor
with respect to its equity ownership in the Company and has engaged, to the extent Seller deems appropriate, legal, financial, tax and
other professional advisors experienced in the evaluation of transactions of the type contemplated hereby.
(g)
Seller acknowledges that the value of the Warrants and Consideration Shares is uncertain and may increase or decrease following the Effective
Date based on changes in the market price and volatility of the Common Stock, the remaining term of the Warrants, the occurrence or nonoccurrence
of a Fundamental Transaction and other factors. Seller further acknowledges that the value of the Consideration Shares at the time of
issuance or resell may be less than the value attributed to the Warrants under a particular valuation methodology or the value that might
be realized if Seller continued to hold the Warrants. Seller also acknowledges that the Consideration Shares will be restricted when
issued and that the market price of the Common Stock may change before the Consideration Shares may be resold pursuant to an effective
registration statement or an available exemption from registration. Seller has independently evaluated the number, value and restricted
nature of the Consideration Shares, the contingent nature of the Warrants and the risks and benefits of selling the Warrants and has
determined that the Consideration Shares and the other rights provided under this Agreement constitute acceptable consideration for the
sale and cancellation of the Warrants.
(h)
Seller acknowledges that the Company regularly evaluates potential financings, acquisitions, asset purchases, mergers, business combinations
and other strategic alternatives, that no assurance has been provided that any such transaction will be proposed or consummated, and
that Seller has independently determined to enter into this Agreement without relying on the occurrence, nonoccurrence, status or potential
terms of any such transaction. Seller acknowledges that none of the Company or any of its directors, managers, officers, equityholders,
employees, representatives, agents or affiliates (i) has made any recommendation to Seller as to whether to enter into the Section 3(a)(9)
Exchange; (ii) has advised Seller with respect to the legal, financial or tax consequences of the transactions contemplated hereby; or
(iii) except for the representations and warranties of the Company in Section 3, has made (and Seller is not relying on) any other representations
or warranties relating to the Company, the Warrants or the transactions contemplated hereby.
3.
Company Representations. The Company represents and warrants to Seller as follows:
(a)
The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. The
Company has the corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery
and performance of this Agreement by the Company has been duly authorized and approved by all necessary corporate action with respect
to the Company, and each such authorization and approval remains in full force and effect. This Agreement is a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent enforceability may be limited
by any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law affecting creditors’ rights generally
and principles governing the availability of equitable remedies.
-3-
(b)
There is no legal action or suit or governmental proceeding or investigation pending or, to the knowledge of the Company, threatened
against the Company that in any way adversely affects or prevents the performance of the Company’s obligations hereunder.
(c)
The execution, delivery and performance of this Agreement by the Company will not result in a breach or violation of or constitute a
default by the Company under its organizational documents or any material agreement or order to which the Company is a party or by which
the Company is bound. The Company has sufficient authorized and unissued shares of Common Stock available to issue the Consideration
Shares.
(d)
Except as set forth in this Section 3, the Company makes no representation or warranty, express or implied, at law or in equity, and
any such other representations or warranties are expressly disclaimed. The Company acknowledges that none of Seller or any of its directors,
managers, officers, equityholders, employees, representatives, agents or affiliates (i) has made any recommendation to the Company as
to whether to enter into the transaction contemplated hereby; (ii) has advised the Company with respect to the legal, financial or tax
consequences of the transactions contemplated hereby; or (iii) except for the representations and warranties of Seller in Section 2,
has made (and the Company is not relying on) any other representations or warranties relating to Seller, the Warrants or the transactions
contemplated hereby.
(e)
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
(f)
The Consideration Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully
paid and nonassessable.
4.
Survival. All representations and warranties contained herein shall survive the completion of the transactions contemplated hereby.
Section 1 (including the Company’s issuance and registration obligations thereunder) and Sections 5 through 15 below shall additionally
survive completion of the transactions contemplated hereby.
5.
Right to Participate in Future Offerings. Subject to the exceptions described below, for a period of 12 months following the Effective
Date, the Company shall not issue any Common Stock or securities convertible, exchangeable or exercisable into or for Common Stock (a
“Future Offering”), unless it shall have first delivered to Seller written notice (the “Future Offering Notice”)
describing generally the proposed Future Offering and providing Seller an option (the “Buyer Purchase Option”) to
purchase its pro rata share, together with all other parties who have entered into a substantially similar warrant purchase agreement
with the Company that elect to participate in such Future Offering, of 10% of the number of shares of Common Stock (or securities convertible,
exchangeable or exercisable into or for Common Stock) that are proposed to be sold in the Future Offering, subject to customary cut-back
rights. Seller may exercise its Buyer Purchase Option by delivering written notice (the “Buyer Purchase Notice Date”)
to the Company within two business days after Seller’s receipt of a Future Offering Notice, which notice shall state the number
of shares of Common Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) being offered in the Future
Offering that Seller intends to purchase. The Company shall have 90 days following the Buyer Purchase Notice Date to complete the Future
Offering, upon terms and conditions no more favorable to the purchasers thereof, or less favorable to the Company, than specified in
the Future Offering Notice. The exercise of a Buyer Purchase Option shall be contingent upon, and contemporaneous with, the consummation
of such Future Offering; provided, that notwithstanding Seller’s exercise of the Buyer Purchase Option with respect to a particular
Future Offering, the determination to complete any such Future Offering shall be within the Company’s sole discretion. In connection
with such consummation, Seller (if it exercises its Buyer Purchase Option) shall deliver to the Company duly and properly executed originals
of any documents reasonably required by the Company to effectuate such Future Offering together with payment of the purchase price for
the shares of Common Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) being purchased by the Seller
in such Future Offering (the “Future Offering Purchase Price”), and the Company shall promptly issue to Seller the
shares of Common Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) purchased thereby. The restrictions
herein shall not apply to (A) any Exempt Issuance; or (B) any “at-the-market” offering within the meaning of Rule 415(a)(4)
of the Securities Act (sometimes referred to as an “ATM Issuance”) whereby the Company may sell securities at a future determined
price. An “Exempt Issuance” shall include (A) any transaction involving the Company’s issuances of securities
issued as consideration in a merger, consolidation, share exchange, business combination, or acquisition of a business, product, license
or other assets by the Company, or in connection with any strategic partnership or joint venture; provided that securities issued in
a PIPE, bridge financing or other capital-raising transaction undertaken in connection with any such transaction shall not constitute
an Exempt Issuance;(B) any issuances of (i) shares of Common Stock (or securities convertible, exchangeable or exercisable into or for
Common Stock) pursuant to, and in accordance with the terms of, any equity compensation plan of the Company; or (ii) shares of Common
Stock (or securities convertible, exchangeable or exercisable into or for Common Stock) issued or deemed to be issued by the Company
upon the conversion, exchange or exercise of any securities outstanding as of the Effective Date or issued in a Future Offering.
-4-
6.
Assignability; Binding Effect. Neither party may assign any of its rights hereunder to any third party without the prior written
consent of the other party, and any attempted assignment in violation of this Section 6 will be void. This Agreement shall be binding
upon the parties hereto, their heirs, executors, administrators and permitted assigns.
7.
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement (whether brought against a party hereto or their respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions
of this Agreement, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
8.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
9.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and Seller and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.
10.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
-5-
11.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by email or facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:
If
to the Company, to:
Newton
Golf Company, Inc.
551
Calle San Pablo
Camarillo,
California 93012
Attn:
Jeff Clayborne
Email:
[Intentionally omitted.]
With
a copy to (which shall not constitute notice):
Faegre
Drinker Biddle & Reath LLP
2200
Wells Fargo Center
90
South Seventh Street
Minneapolis,
Minnesota 55402
Attn:
Ben Stacke
Email:
ben.stacke@faegredrinker.com
If
to Seller, to the address set forth on the signature page hereto.
Each
party shall provide notice to the other party of any change in address.
12.
Further Assurances. If any further action is necessary, proper or desirable to carry out any purpose of this Agreement, then each
party shall take such further action (including the execution and delivery of further documents) as the other party reasonably requests
to carry out such purpose.
13.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Seller shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.
14.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
15.
Most Favored Nation Provision. In the event that the Company enters into an agreement for any other repurchase of Warrants that
includes more favorable terms or conditions than are included in this Agreement, the Company shall amend the terms of this Agreement
to give the Seller the benefit of such more favorable terms or conditions.
16.
Entire Agreement. This Agreement (together with the Warrants) sets forth the entire understanding between the parties pertaining
to the subject matter herein, there being no terms, conditions, warranties, or representations other than those contained herein or therein.
[remainder
of page intentionally left blank; signature page follows]
-6-
IN
WITNESS WHEREOF, the parties have executed this Warrant Exchange Agreement as of the date and year first above written.
COMPANY:
Newton Golf
Company, Inc.
By:
Name:
Title:
SELLER:
[●]
By:
Name:
Title:
Address:
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 7
v3.26.3
Cover
Sep. 21, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Sep. 21, 2026
Entity File Number
001-41701
Entity Registrant Name
NEWTON
GOLF COMPANY, INC.
Entity Central Index Key
0001934245
Entity Tax Identification Number
82-4938288
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
551
Calle San Pablo
Entity Address, City or Town
Camarillo
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
93012
City Area Code
855
Local Phone Number
774-7888
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
stock, par value $0.01 per share
Trading Symbol
NWTG
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
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No definition available.
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Balance Type:
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- Definition
Area code of city
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Cover page.
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No definition available.
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Namespace Prefix:
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Period Type:
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- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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No definition available.
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Namespace Prefix:
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Balance Type:
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Period Type:
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X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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No definition available.
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Name:
dei_DocumentType
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
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No definition available.
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Namespace Prefix:
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Balance Type:
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Period Type:
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- Definition
Name of the City or Town
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No definition available.
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Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Code for the postal or zip code
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No definition available.
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Namespace Prefix:
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Balance Type:
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Period Type:
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- Definition
Name of the state or province.
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Balance Type:
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Period Type:
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Period Type:
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X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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Period Type:
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Balance Type:
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Period Type:
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- Definition
Local phone number for entity.
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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