{"url_path":"/sec/nwtg/8-k/2026-05-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-024539-index.html","accession_number":"0001493152-26-024539","cik":"0001934245","ticker":"NWTG","issuer_name":"Newton Golf Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-024539-index.html","primary_entity_key":"0001934245","primary_entity_name":"Newton Golf Company, Inc."},"word_count":399,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\n**Director\nAppointment**\n\n \n\nOn\nMay 19, 2026, the Board of Directors (the “Board”) of Newton Golf Company, Inc. (the “Company”), upon the recommendation\nof the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Gregg Hemphill\nas a director, effective May 19, 2026. Mr. Hemphill will serve as a director until the 2026 annual meeting of stockholders and until\nhis successor is elected and qualified, or until his earlier death, resignation or removal.\n\n \n\nThe\nBoard determined that Mr. Hemphill qualifies as an independent director pursuant to the Listing Rules of The Nasdaq Stock Market LLC\nand the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Board also has appointed Mr. Hemphill to serve\non the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating Committee, effective as of May 19, 2026.\nMr. Hemphill will receive compensation for his service in accordance with the Company’s non-employee director compensation program,\neffective as of January 1, 2026, which provides for an annual cash retainer of $30,000, payable on a pro-rata basis, quarterly in arrears,\nand an annual grant of restricted stock units (“RSUs”) under the Company’s Amended and Restated 2022 Equity Incentive\nPlan (the “2022 Plan”) with a grant date fair value of $37,500. Annual director RSUs will be granted at each annual stockholders’\nmeeting and vest on the 12-month anniversary of the grant date. On May 19, 2026, Mr. Hemphill also received an initial RSU award under\nthe Plan with a grant date fair value of $30,000, which also shall vest on the 12-month anniversary of the grant date.\n\n \n\nThere\nare no arrangements or understandings between Mr. Hemphill and any other persons pursuant to which Mr. Hemphill was selected as a director\nof the Company. There are no relationships or related transactions between Mr. Hemphill or any member of his immediate family and the\nCompany that would be required to be reported under Item 404(a) of Regulation S-K.\n\n** **\n\n   \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nDate:\nMay 20, 2026\n**NEWTON\nGOLF COMPANY, INC.**\n\n \n \n \n\n \nBy:\n*/s/\nAkinobu Yorihiro*\n\n \n \nAkinobu\nYorihiro\n\n \n \nInterim\nChief Executive Officer and Chief Technology Officer"}