{"url_path":"/sec/nwtg/8-k/2026-07-09/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":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-032613-index.html","accession_number":"0001493152-26-032613","cik":"0001934245","ticker":"NWTG","issuer_name":"Newton Golf Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-032613-index.html","primary_entity_key":"0001934245","primary_entity_name":"Newton Golf Company, Inc."},"word_count":441,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 6, 2026, Newton Golf Company, Inc. (the “Company”) entered into Exchange Agreements (each, an “Exchange Agreement”\nand collectively, the “Exchange Agreements”) with certain holders (the “Holders”) of existing convertible promissory\nnotes (the “Existing Notes”) previously issued by the Company. Pursuant to the Exchange Agreements, the Company agreed to\nissue an aggregate of 24,092.61 shares of the Company’s newly designated Series A Convertible Preferred Stock, par value $0.01\nper share (the “Series A Preferred Stock”), in exchange for an aggregate of approximately $2.3 million of Existing Notes,\ninclusive of accrued interest (the “Exchange”).\n\n \n\nThe\nnumber of shares of Series A Preferred Stock issued to each Holder (the “Exchange Shares”) was determined by dividing 105%\nof the outstanding principal amount (including accrued interest to the date of exchange) of the applicable Existing Note by the Original\nIssue Price of $1.00 per share. As described in Item 5.03 below, the Series A Preferred Stock is convertible into shares of the Company’s\nCommon Stock, par value $0.01 per share (“Common Stock”) at an initial conversion price of $1.00 per share.\n\n \n\nThe\nExchange Agreements contain customary representations, warranties, and covenants of the Company and the Holders. The Exchange was made\nin reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities\nAct”), which exempts exchanges by the issuer with existing security holders where no commission or remuneration is paid for soliciting\nthe exchange. The Chairman of the Company’s Board of Directors participated in the Exchange on the same terms as other Existing\nNote holders.\n\n \n\nIn\nconnection with the Exchange, the Company and each Holder also entered into a Registration Rights Agreement, dated July 6, 2026 (the\n“Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company is required to file an initial\nregistration statement within 30 days of the date of the Registration Rights Agreement covering the resale of the shares of Common Stock\nissuable upon conversion of the Series A Preferred Stock and use commercially reasonable efforts to have such registration statement\ndeclared effective within 45 calendar days of the filing date (or 90 calendar days in the event of a full review by the Securities and\nExchange Commission (the “SEC”).\n\n \n\nThe\nforegoing description of the Exchange Agreements and Registration Rights Agreements do not purport to be complete and are qualified in\ntheir entirety by reference to the full text of the Form of Note Exchange Agreement and Form of Registration Rights Agreement, which\nare filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}