Form 8-K

8-K — Newton Golf Company, Inc.

Accession: 0001493152-26-016361

Filed: 2026-04-13

Period: 2026-04-07

CIK: 0001934245

SIC: 3949 ()

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

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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): April 7, 2026

NEWTON

GOLF COMPANY, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41701

82-4938288

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

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 ☒

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.

April 7, 2026 and April 9, 2026, Newton Golf Company, Inc. (the “Company”) entered into additional closings on the securities

purchase agreement (the “Purchase Agreement”) that the Company entered into on March 16, 2026 and disclosed on a Current

Report on Form 8-K on March 16, 2026 (the “Previous Current Report”). Pursuant to the Purchase Agreement, the Company agreed

to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement,

unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock

warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”) to purchase shares of

the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject

to adjustments from time to time (the “Exercise Price”).

previously disclosed on the Previous Current Report, the first closing occurred on March 16, 2026 (the “First Closing”) at

which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase

50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of the Warrant Shares are entities affiliate with,

and controlled by Brett Hoge, one the Company’s directors. At the First Closing, the Company received cash proceeds of $500,000.

The

second closing occurred on April 7, 2026 (the “Second Closing”) at which the company issued, and the purchasers purchased,

a Convertible Note with a principal amount of $500,000 and 50,000 Warrant Shares. At the Second Closing, the Company received cash proceeds

of $500,000.

The

third closing occurred on April 9, 2026 (the “Third Closing”) at which the company issued, and the purchasers purchased,

a Convertible Note with a principal amount of $100,000 and 10,000 Warrant Shares. At the Third Closing, the Company received cash proceeds

of $100,000.

The

fourth closing occurred on April 9, 2026 (the “Fourth Closing”) at which the company issued, and the purchasers purchased,

a Convertible Note with a principal amount of $250,000 and 25,000 Warrant Shares. At the Fourth Closing, the Company received cash proceeds

of $250,000.

The

Convertible Notes mature 18 months from the date of issuance (the “Maturity Date”) and accrue interest at an annual rate

of 10% per annum with such interest paid in kind. The outstanding principal balance and unpaid accrued interest of the Convertible Notes

on or during the 60 days prior to the Maturity Date, effective on the Maturity Date, convert into shares of Common Stock (the “Conversion

Shares”) at the conversion price of $1.60 per share of Common Stock, subject to adjustments from time to time (the “Conversion

Price”), with the number of Conversion Shares to be determined by dividing the outstanding principal balance and unpaid accrued

interest that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable).

In the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity

Date, the Company may, in its sole discretion, elect to convert in whole upon 10 calendar days’ written notice to the holders,

the Convertible Notes into Conversion Shares at the Conversion Price. Upon the occurrence of a change of control prior to the conversion

or repayment of the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing

of such change of control, to have the outstanding principal and unpaid accrued interest repaid in full following such closing or convert

the outstanding principal balance and unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable

by the Company at any time, in whole or in part, at any time prior to the Maturity Date, without penalty. Upon an event of default, all

principal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default

at a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible

Notes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.

Under

the terms of the Purchase Agreement, the Company agreed to sell at each closing, in addition to a Convertible Note, one accompanying

Warrant to purchase the number of Warrant Shares calculated by dividing the principal amount of the holder’s Convertible Note by

10. The Warrants expire five years from the date of issuance. The holder of a Warrant may, in its sole discretion, exercise the Warrant

in whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of shares of Common Stock for which the

Warrant is exercisable (and in lieu of being entitled to receive shares of Common Stock) in the manner required by Section 2.2 of the

form of Warrant attached to this Current Report as Exhibit 4.1.

Under

the terms of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or more registration

statements covering the resale of any shares of Common Stock held by its stockholders. The Company also agreed to include all Conversion

Shares and Warrant Shares in the proposed piggy-back registration statement with respect to which the Company has received from a purchaser

a written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser. The Company

shall use its commercially reasonable efforts to cause such piggyback registration statement to be declared effective by the Securities

and Exchange Commission, so as to permit the public resale by such purchaser of the Conversion Shares and/or Warrant Shares pursuant

thereto, at the Company’s sole cost and expense and at no cost or expense to such purchaser.

The

Warrants, the Convertible Notes and the Purchase Agreement include other customary terms and conditions. The above description of the

Warrants, the Convertible Notes and the Purchase Agreement are qualified in their entirety by the text of the form of Warrant, the form

of Convertible Note and the form of Purchase Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to

this Current Report on Form 8-K and incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Convertible Notes

is hereby incorporated by reference into this Item 2.03.

Item

3.02 Unregistered Sales of Equity Securities.

The

information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon

the representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made

in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities

Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.

The

offer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered

under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto,

is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report

on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other

securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form

of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on March 18, 2026).

4.2

Form

of Convertible Note (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on March 18, 2026).

10.1

Form

of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the

Securities and Exchange Commission on March 18, 2026).

104

Cover

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:

April 13, 2026

NEWTON

GOLF COMPANY, INC.

By:

/s/

Akinobu Yorihiro

Akinobu

Yorihiro

Interim

Chief Executive Officer and Chief Technology Officer

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Entity Address, City or Town

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Entity Address, State or Province

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City Area Code

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