Newton Golf Company Announces $1M Private Placement; Up to $5M Offering

What Happened

• Newton Golf Company, Inc. announced it entered into a Securities Purchase Agreement with investors for a private placement of common stock and closed an initial tranche on August 14, 2026. The Company received $1,000,000 in gross proceeds from the first tranche.
• The offering is structured in tranches up to an aggregate purchase price of $5,000,000 and is being conducted under exemptions to registration (Section 4(a)(2) and Rule 506 of Regulation D). The Company also entered into a Registration Rights Agreement requiring it to file a resale registration statement within specified timeframes.

Key Details

• First tranche closed: $1,000,000 gross proceeds on August 14, 2026.
• Aggregate offering size: up to $5,000,000 in one or more tranches.
• Per-share pricing: the greater of (a) $0.01 above the prior trading day's Nasdaq close or (b) $0.01 above the 5-day average closing price, with a floor of $1.24 per share.
• Registration rights: Company to file a resale registration statement within 45 calendar days after each tranche closing and use commercially reasonable efforts to have it declared effective within specified windows (generally up to 90 days).

Why It Matters

• This transaction provides immediate capital ($1.0M) and the potential for up to $5.0M in additional funding, which can support operations, growth or balance-sheet needs.
• The issuance of new common stock is dilutive to existing shareholders; the per-share price floor ($1.24) and pricing formula set a minimum for new shares sold under the agreement.
• The Registration Rights Agreement means investors will seek a path to publicly resell their shares (subject to SEC review and Rule 144 conditions), which affects liquidity for those newly issued shares.
• The sale was to accredited investors or qualified institutional buyers and was completed without general solicitation under private-placement exemptions.