Newton Golf Company, Inc. 8-K

What Happened

• Newton Golf Company, Inc. announced additional closings under the securities purchase agreement it signed March 16, 2026. The company issued unsecured convertible notes and accompanying warrants in multiple closings on March 16, April 7 and April 9, 2026, raising $1,350,000 in cash to date (March 16: $500,000; April 7: $500,000; April 9: $100,000 and $250,000).
• The Purchase Agreement allows the company to issue up to $2,000,000 in aggregate convertible notes and warrants. Some of the purchasers (from the First Closing) are entities affiliated with Brett Hoge, a Newton Golf director.

Key Details

• Total proceeds issued so far: $1,350,000 (four closings); up to $2,000,000 available under the Purchase Agreement.
• Convertible Notes: 18-month maturity; 10% annual interest paid in kind (added to principal); conversion price $1.60 per share; automatic conversion option on or during the 60 days prior to maturity; company may elect earlier conversion if common stock closes ≥ $3.00 for 10 consecutive trading days. Notes are repayable anytime without penalty. Default interest rate is 20% per annum.
• Warrants: issued with each note in an amount equal to (note principal ÷ $10) in shares (e.g., $500k → 50,000 warrants); exercise price $1.75 per share; five‑year term; form allows alternative settlement mechanics per warrant terms.
• Registration rights: company agreed to give purchasers piggyback registration rights and to include Conversion Shares and Warrant Shares in a proposed registration statement at the company’s cost.

Why It Matters

• Cash and runway: Newton Golf received $1.35M in cash from these financings, providing immediate liquidity but leaving up to $650,000 available under the agreement.
• Potential dilution: if notes convert at $1.60, outstanding principal plus accrued PIK interest will convert into common shares, increasing share count; additionally, warrants (135,000 shares issued so far) could further dilute if exercised.
• Terms to watch: 10% PIK interest increases the amount that could convert at maturity; the $1.60 conversion price and related-party participation (director‑affiliated purchasers) are material items for investors to monitor.
• No immediate change to management or reported earnings was disclosed—this filing relates solely to financing arrangements and related securities.