{"url_path":"/sec/nwtg/8-k/2026-07-08/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":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-032498-index.html","accession_number":"0001493152-26-032498","cik":"0001934245","ticker":"NWTG","issuer_name":"Newton Golf Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-032498-index.html","primary_entity_key":"0001934245","primary_entity_name":"Newton Golf Company, Inc."},"word_count":669,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 1, 2026, Newton Golf Company, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”)\nwith Brynnwood, LLLP, a Delaware limited liability partnership (the “Lender”), pursuant to which the Lender agreed to provide\nthe Company with a senior secured revolving credit facility in an aggregate principal amount of up to $5,000,000 (the “Revolving\nLine”). All capitalized terms used in this Current Report on Form 8-K but not otherwise defined shall have the meanings prescribed\nto them in the Loan Agreement.\n\n \n\nThe\nLoan Agreement provides for, among other things, a revolving credit facility with an availability period commencing on the Effective\nDate and ending one month prior to the maturity date. Unless earlier terminated, the Loan Agreement will mature on July 1, 2028 (the\n“Maturity Date”), which is two years from the Effective Date. Advances under the Revolving Line are subject to a minimum\nadvance amount of $200,000.\n\n \n\nThe\nCompany’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of the Company’s\nassets (the “Collateral”), including all goods, accounts, equipment, inventory, contract rights, general intangibles, intellectual\nproperty, commercial tort claims, documents, instruments, chattel paper, deposit accounts, investment property, and other personal property\nof the Company, subject to certain customary exceptions.\n\n \n\nBorrowings\nunder the Loan Agreement bear interest at a rate per annum equal to the Daily Simple SOFR plus 13%. Upon the occurrence and during the\ncontinuance of an event of default, all outstanding advances bear interest at a default rate of 22% per annum (or the highest rate permitted\nby applicable law, if lower). Interest is computed on the basis of a 360-day year for the actual number of days elapsed. The Company\nis required to make semi-annual payments of interest in arrears on the last Business Day of June and December of each year. The Company\npaid to the Lender a one-time commitment fee equal to 2.0% of the Revolving Line upon the Effective Date of the Loan Agreement.\n\n \n\nThe\nLoan Agreement contains customary negative and affirmative covenants for credit facilities of this type, including, among others: (a)\nlimitations on the incurrence of indebtedness; (b) limitations on the creation of liens; (c) restrictions on dispositions, mergers, and\nacquisitions; (d) restrictions on dividends and distributions; (e) restrictions on investments; (f) restrictions on transactions with\naffiliates; (g) requirements to maintain insurance, comply with applicable laws, and preserve the Company’s legal existence; and\n(h) requirements to deliver financial and other reporting information to the Lender, including the Company’s SEC filings,\nwhich are deemed delivered upon public availability on EDGAR, in each case subject to exceptions as set forth in the Loan Agreement.\nIn addition, the Loan Agreement contains certain covenants specific to reverse takeover transactions, which are expressly permitted so\nlong as no event of default exists or would result therefrom.\n\n \n\nThe\nLoan Agreement provides for customary events of default, including, among others, the failure to pay principal or interest when due,\nfailure to comply with certain covenants, material misrepresentations, cross defaults to other material indebtedness, certain insolvency\nand receivership events, judgments in excess of $500,000, and a Change in Control of the Company.\n\n \n\nIn\nthe event of a default by the Company, the Lender may, among other things, declare all obligations under the Loan Agreement immediately\ndue and payable, cease making advances, and exercise remedies with respect to the Collateral, including taking possession of and selling\nthe Collateral, applying the proceeds thereof to satisfy the Company’s outstanding obligations, and appointing a receiver. With\nrespect to certain events of default relating to insolvency, all outstanding obligations will become immediately due and payable automatically\nwithout any notice or action by the Lender.\n\n \n\nThe\nLoan Agreement includes other customary terms and conditions. The above description of the Loan Agreement is qualified in its entirety\nby the full text of the Loan Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated\nherein by reference."}