Newton Golf Company, Inc. 8-K

What Happened

• Newton Golf Company, Inc. announced on July 6, 2026 that it entered into Exchange Agreements to convert approximately $2.3 million of outstanding convertible promissory notes (including accrued interest) into 24,092.61 shares of newly designated Series A Convertible Preferred Stock (par value $0.01).
• The number of shares issued to each holder was determined by dividing 105% of the outstanding principal (including accrued interest) by an Original Issue Price of $1.00 per share. The Series A Preferred is convertible into Common Stock at an initial conversion price of $1.00 per share. The Company filed the related Form 8‑K on July 9, 2026.

Key Details

• Aggregate exchange: ~ $2.3 million of Existing Notes converted into 24,092.61 shares of Series A Convertible Preferred Stock.
• Exchange formula: holders received shares equal to 105% of their outstanding note balance (including interest) ÷ $1.00 OIP.
• Registration Rights: Company must file an initial registration statement within 30 days covering resale of common shares issuable on conversion and use commercially reasonable efforts to have it declared effective within 45 days (90 days if SEC review).
• Corporate insiders: the Company’s Chairman participated in the same exchange on the same terms as other note holders. The exchange relied on the Section 3(a)(9) Securities Act exemption.

Why It Matters

• This transaction reduces the Company’s outstanding convertible debt by roughly $2.3M, improving the balance sheet by removing note obligations, but replaces that debt with convertible preferred shares.
• Those preferred shares are convertible into common stock at $1.00, so conversion would dilute existing common shareholders if exercised. The registration rights mean the new common shares should become registrable and resellable once the Company completes the required SEC registration.
• Investors should watch follow-up filings (the registration statement and any disclosures about capitalization) to assess the ultimate dilution impact and how the Company plans to use the improved debt position.