Newton Golf Company Enters Warrant Exchange, Issues 232,202 Shares

What Happened

• On September 21 and September 22, 2026, Newton Golf Company, Inc. entered into warrant exchange agreements with three holders of its Series A Common Warrants (issued Dec 13, 2024).
• Under those agreements the Company issued an aggregate of 232,202 shares of common stock in exchange for repurchase of Warrants that had been exercisable for an aggregate of 749,999 shares. The number of shares issued was calculated using a formula involving $0.35 times the number of underlying shares divided by the lower of (a) the Nasdaq closing price immediately before each exchange or (b) the 5‑trading‑day average Nasdaq closing price, in accordance with Nasdaq Listing Rule 5635(d).
• The Exchange Agreements also give the Holders, for 12 months after each agreement date, a written notice right and an option to purchase a pro rata share of up to 10% of any proposed future offering of common stock (subject to customary cut‑backs). That Buyer Purchase Option does not apply to certain “Exempt Issuances” or to “at‑the‑market” offerings.

Key Details

• Dates: Exchange Agreements executed Sept 21–22, 2026.
• Shares issued: 232,202 common shares total.
• Warrants retired: Warrants previously exercisable for 749,999 common shares were repurchased.
• Future offering right: Holders have a 12‑month option to buy a pro rata share of 10% of proposed future offerings (with specified exceptions).

Why It Matters

• This transaction reduces the number of outstanding warrants that could convert into common stock (749,999 potential shares), while increasing outstanding common shares by 232,202 now — both of which affect the company’s capitalization and potential dilution profile.
• The 12‑month Buyer Purchase Option gives these former warrant holders priority to participate in future equity offerings up to 10% pro rata, which may influence how Newton Golf structures near‑term financings (subject to the stated exemptions).
• Investors should note the specific exchange formula tied to Nasdaq closing prices (Nasdaq Rule 5635(d)) and review the full Exchange Agreement (Exhibit 10.1) for complete terms and customary representations and limitations.