{"url_path":"/sec/nwtg/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-031678-index.html","accession_number":"0001493152-26-031678","cik":"0001934245","ticker":"NWTG","issuer_name":"Newton Golf Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-031678-index.html","primary_entity_key":"0001934245","primary_entity_name":"Newton Golf Company, Inc."},"word_count":1031,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 26, 2026, Newton Golf Company, Inc. (the “Company”) entered into additional closings on the securities purchase agreement\n(the “Purchase Agreement”). The Company initially entered into the Purchase Agreement on March 16, 2026 and disclosed on\na Current Report on Form 8-K on March 16, 2026. The Company then entered into additional closings to the Purchase Agreement and disclosed\nsuch closings on Current Reports on Form 8-K on April 13, 2026 and June 8, 2026. The Purchase Agreement was amended on May 28, 2026 and\nsuch amendment was disclosed on June 8, 2026 on a Current Report on Form 8-K. All previously filed Current Reports on Form 8-K are herein\nreferred to as the “Previous Current Reports.”\n\n \n\nAs\npreviously disclosed, pursuant to the Purchase Agreement, the Company agreed to issue, and the purchasers agreed to purchase, at one\nor more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded\namount of up to $3,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrants” and collectively\nwith the Convertible Notes, the “Securities”) to purchase up to 300,000 shares of the Company’s common stock, par value\n$0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time (the\n“Exercise Price”).\n\n \n\nAs\nof June 26, 2026, the Company has issued Convertible Notes with an aggregate principal amount of $2,050,000 and Warrants to purchase\nup to 205,000 Warrant Shares. On June 26, 2026, the Company completed an additional closing at which the Company issued, and the purchaser\npurchased, a Convertible Note with a principal amount of $200,000 and a Warrant to purchase 20,000 Warrant Shares. At such closing, the\nCompany received cash proceeds of $200,000. Following this closing, the Company remains authorized to issue Convertible Notes with an\naggregate principal amount of $750,000 and Warrants to purchase up to 75,000 Warrant Shares.\n\n \n\nThe\nConvertible Notes mature 18 months from the date of issuance (the “Maturity Date”) and accrue interest at an annual rate\nof 10% per annum with such interest paid in kind. The outstanding principal balance and unpaid accrued interest of the Convertible Notes\non or during the 60 days prior to the Maturity Date, effective on the Maturity Date, convert into shares of Common Stock (the “Conversion\nShares”) at the conversion price of $1.60 per share of Common Stock, subject to adjustments from time to time (the “Conversion\nPrice”), with the number of Conversion Shares to be determined by dividing the outstanding principal balance and unpaid accrued\ninterest that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable).\nIn the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity\nDate, the Company may, in its sole discretion, elect to convert in whole upon 10 calendar days’ written notice to the holders,\nthe Convertible Notes into Conversion Shares at the Conversion Price. Upon the occurrence of a change of control prior to the conversion\nor repayment of the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing\nof such change of control, to have the outstanding principal and unpaid accrued interest repaid in full following such closing or convert\nthe outstanding principal balance and unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable\nby the Company at any time, in whole or in part, at any time prior to the Maturity Date, without penalty. Upon an event of default, all\nprincipal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default\nat a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible\nNotes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.\n\n \n\nUnder\nthe terms of the Purchase Agreement, the Company agreed to sell at each closing, in addition to a Convertible Note, one accompanying\nWarrant to purchase the number of Warrant Shares calculated by dividing the principal amount of the holder’s Convertible Note by\n10. The Warrants expire five years from the date of issuance. The holder of a Warrant may, in its sole discretion, exercise the Warrant\nin whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of shares of Common Stock for which the\nWarrant is exercisable (and in lieu of being entitled to receive shares of Common Stock) in the manner required by Section 2.2 of the\nform of Warrant attached to this Current Report as Exhibit 4.1.\n\n \n\nUnder\nthe terms of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or more registration\nstatements covering the resale of any shares of Common Stock held by its stockholders. The Company also agreed to include all Conversion\nShares and Warrant Shares in the proposed piggy-back registration statement with respect to which the Company has received from a purchaser\na written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser. The Company\nshall use its commercially reasonable efforts to cause such piggyback registration statement to be declared effective by the Securities\nand Exchange Commission, so as to permit the public resale by such purchaser of the Conversion Shares and/or Warrant Shares pursuant\nthereto, at the Company’s sole cost and expense and at no cost or expense to such purchaser.\n\n \n\nThe\nWarrants, the Convertible Notes and the Purchase Agreement include other customary terms and conditions. The above description of the\nWarrants, the Convertible Notes and the Purchase Agreement are qualified in their entirety by the text of the form of Warrant, the form\nof Convertible Note and the form of Purchase Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to\nthis Current Report on Form 8-K and incorporated herein by reference."}