Newton Golf Company, Inc. 8-K

What Happened Newton Golf Company, Inc. announced on June 26, 2026 that it completed an additional closing under its March 16, 2026 securities purchase agreement, issuing a $200,000 unsecured convertible promissory note and an accompanying warrant to purchase 20,000 shares of common stock. This brings total Convertible Notes issued to date to $2,050,000 and total warrants issued to rights to purchase 205,000 shares; the company can still issue up to $750,000 in additional notes and warrants for up to 75,000 shares under the agreement.

Key Details

• Issuance date: June 26, 2026; proceeds received: $200,000.
• Aggregate authorized under Purchase Agreement: up to $3,000,000 in convertible notes and warrants to purchase up to 300,000 shares.
• Convertible Note terms: 18-month maturity, 10% annual interest paid in kind, convertible on or during the 60 days before maturity into common stock at $1.60 per share (conversion price), subject to adjustments.
• Warrant terms: exercise price $1.75 per share (subject to adjustment), exercisable for five years; each closing includes one warrant per $10 of principal (i.e., 1 warrant per $10? — corrected: one warrant per $10 in principal would be inconsistent; maintain original: warrants equal to principal divided by 10 meaning 1 warrant per $10 of principal—note: for clarity, the filing calculates Warrant Shares by dividing principal by 10), here 20,000 warrants issued with $200,000 principal.

Why It Matters This filing creates an additional debt obligation and potential future dilution for shareholders if notes convert or warrants are exercised. Key investor takeaways: the company is raising cash through convertible debt rather than equity, the conversion price ($1.60) and warrant exercise price ($1.75) set potential dilution thresholds, and the notes carry standard default and change-of-control protections. Investors should note the remaining $750,000 capacity under the agreement and monitor upcoming closings and any conversions or exercises that would increase outstanding common shares.