{"url_path":"/sec/nwtg/8-k/2026-07-09/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":847,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nIn\nconnection with the Exchange described in Item 1.01 above, on July 8, 2026, the Company filed a Certificate of Designation of Series\nA Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing\nthe rights, preferences, powers, restrictions, and limitations of the Series A Preferred Stock. The Certificate of Designation became\neffective upon filing. The Certificate of Designation authorizes up to 50,000 shares of Series A Preferred Stock.\n\n \n\nThe\nmaterial terms of the Series A Preferred Stock, as set forth in the Certificate of Designation, are summarized below:\n\n* *\n\n*Ranking.*\nThe Series A Preferred Stock ranks senior to the Common Stock and all other Junior Securities with respect to dividends and distribution\nof assets upon liquidation, dissolution, or winding up of the Company.\n\n* *\n\n*Dividends.*\nHolders of Series A Preferred Stock are entitled to (i) participate equally and ratably with holders of Common Stock in all dividends\npaid on Common Stock (on an as-converted basis), and (ii) an annual dividend at a rate of 10.00% per annum of the Original Issue Price,\npayable annually in arrears on each Annual Dividend Payment Date. Annual Dividends may be paid in cash, by PIK Dividend (an increase\nto the Stated Value), or allowed to accrue as unpaid Cash Dividends, at the Company’s sole discretion; provided, the Company may\nnot make any PIK Dividend election to the extent such election would violate exchange listing standards, including Nasdaq Marketplace\nRule 5635.\n\n* *\n\n**\n\n \n\n \n\n* *\n\n*Liquidation\nPreference.* Upon any liquidation, dissolution, or winding up of the Company, holders of Series A Preferred Stock are entitled to\nreceive, before any payment to holders of Junior Securities, an amount per share equal to the Original Issue Price plus all accrued and\nunpaid PIK Dividends and accrued and unpaid Cash Dividends (the “Liquidation Preference”). The Series A Preferred Stock is\nnot redeemable for cash at the option of the holders, and the Company is not required to settle in cash except upon a Liquidation.\n\n* *\n\n*Conversion.*\nEach share of Series A Preferred Stock is convertible at the option of the holder into shares of Common Stock determined by dividing\nthe Stated Value by the Conversion Price, divided by 100. The initial Conversion Price is $1.00 per share. The Conversion Price is subject\nto proportional adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events.\n\n* *\n\n*Forced\nConversion.* The Company may require conversion of all outstanding shares of Series A Preferred Stock if the closing price of Common\nStock equals or exceeds $3.00 per share for 10 consecutive trading days, provided a resale registration statement covering the underlying\nshares of Common Stock is effective at the time of such forced conversion.\n\n* *\n\n*Change\nof Control Conversion.* Upon a Change of Control, all shares of Series A Preferred Stock automatically convert into Common Stock immediately\nprior to consummation of such transaction, and holders participate on an as-converted basis with holders of Common Stock. The Series\nA Preferred Stock is not redeemable for cash in connection with a Change of Control.\n\n* *\n\n*Voting.*\nSubject to certain exceptions, the holders of Series A Preferred Stock vote together with holders of Common Stock as a single class on\nan as-converted basis, subject to the Beneficial Ownership Limitation (as described below).\n\n* *\n\n*Protective\nProvisions.* For so long as at least 25% of the shares of Series A Preferred Stock originally issued remain outstanding, the Required\nHolders must consent to: (a) any amendment to the Company’s organizational documents that would disproportionately and adversely\naffect the Series A Preferred Stock, (b) the issuance of any equity securities that are senior to the Series A Preferred Stock in liquidation\npreference, or (c) any voluntary filing for bankruptcy by the Company.\n\n* *\n\n*Beneficial\nOwnership Limitation.* No holder may convert shares of Series A Preferred Stock to the extent that, after giving effect to such conversion,\nsuch holder (together with its affiliates and any other Attribution Parties) would beneficially own in excess of 4.99% of the outstanding\nshares of Common Stock (unless notice was given prior to closing or otherwise subject to increase to up to 19.99% upon 61 days’\nprior notice to the Company). In no event shall any holder beneficially own in excess of 19.99% of the outstanding shares of Common Stock\nwithout stockholder approval.\n\n* *\n\n*Preemptive\nRights.* Holders of Series A Preferred Stock have pro rata participation rights in Subsequent Offerings by the Company (subject to\ncertain exceptions, including Exempt Issuances and at-the-market offerings).\n\n* *\n\n*Information\nRights.* For so long as holders of at least 10% of the outstanding shares of Series A Preferred Stock remain outstanding, the Company\nshall provide audited annual financial statements and unaudited quarterly financial statements to such holders, which obligation is deemed\nsatisfied by timely filings with the SEC.\n\n \n\nThe\nforegoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated\nherein by reference."}