Newton Golf Company, Inc. 8-K

What Happened
Newton Golf Company, Inc. announced a securities purchase agreement (the June Financing) to sell up to $3.0 million of unsecured convertible promissory notes and accompanying warrants. The company increased the originally disclosed financing from $2.0M to $3.0M on May 28, 2026. On June 3, 2026, Newton completed the first closing of the June Financing, receiving $500,000 in cash in exchange for a $500,000 convertible note and a warrant to purchase 50,000 shares.

Key Details

• Total financing capacity increased from $2,000,000 to $3,000,000; to date prior to the June closing the company had issued $1,550,000 of convertible notes and warrants to buy 155,000 shares. After the June 3 closing, $950,000 of convertible note capacity and warrants for up to 95,000 shares remain available.
• Convertible notes: 18‑month maturity, 10% annual interest paid in kind (PIK); default interest 20% per annum. Notes are repayable at any time without penalty.
• Conversion terms: outstanding principal and unpaid PIK interest convert into common stock at $1.60 per share (Conversion Price) on or during the 60 days prior to maturity (effective on the Maturity Date). The company may optionally convert earlier if the stock closes ≥ $3.00 for 10 consecutive trading days (with 10 days’ notice).
• Warrants: issued with each note (warrant shares equal to note principal ÷ 10), exercise price $1.75 per share (subject to adjustment), five‑year term; holder may exercise in cash or pursuant to alternate exercise mechanics in the warrant form.
• The company agreed to use commercially reasonable efforts to include Conversion Shares and Warrant Shares in any piggyback registration statement at the company’s expense for resale by purchasers.

Why It Matters
This filing documents a dilutive debt-and-equity financing that provides Newton Golf with near-term cash ($500K closed, up to $3.0M possible) while giving investors conversion and warrant exposure to the company’s common stock. Key investor considerations: the notes accrue PIK interest (increasing conversion amount), convert at $1.60/share, and the warrants carry a $1.75 exercise price — all terms that determine potential dilution if holders convert or exercise. The financing improves short-term liquidity but may meaningfully increase outstanding shares if conversion/exercise occurs before or at maturity.