--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-011202" form_type: "8-K" ticker: "NWTG" cik: "0001934245" company_name: "Newton Golf Company, Inc." filed_at: "2026-03-18T23:59:59+00:00" generated_at: "2026-05-15T09:57:16.059062+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Newton Golf raises up to $2M via convertible notes and warrants; first close $500K ## Summary - Issued $500K convertible note at 10% interest, 18-month maturity, conversion price $1.60. - Warrants to purchase 50K shares at $1.75 exercise price; total potential up to 200K shares if full $2M raised. - Purchaser is entity controlled by director Brett Hoge; structured under Nasdaq Listing Rule 5635(c). - Notes repayable at any time without penalty; mandatory conversion if stock closes at $3.00+ for 10 consecutive days. - Warrants expire 5 years; piggyback registration rights granted for underlying shares. ## SEC filing metadata - accession: 0001493152-26-011202 - form_type: 8-K - ticker: NWTG - cik: 0001934245 - company_name: Newton Golf Company, Inc. - filed_at: 2026-03-18T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/0001493152-26-011202-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-011202 - JSON: https://secwatch.observer/filing/0001493152-26-011202.json - Plain text: https://secwatch.observer/filing/0001493152-26-011202.txt ## Key facts - Debt Financings Newton Golf Company, Inc. incurred convertible notes of $500,000 with entities affiliated with and controlled by Brett Hoge at 10% per annum maturing 18 months from the date of issuance. - Instrument: convertible notes - Principal: $500,000 - Counterparty: entities affiliated with and controlled by Brett Hoge - Rate: 10% per annum - Maturity: 18 months from the date of issuance - Event: incurrence source text: On March 16, 2026, Newton Golf Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time (the “Exercise Price”). The first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of t evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/0001493152-26-011202-index.htm - Equity Issuances Newton Golf Company, Inc. issued $500,000 principal amount Convertible Note of convertible note to entities affiliated with and controlled by Brett Hoge, one of the Company’s directors for cash proceeds of $500,000. - Security: convertible note - Shares: $500,000 principal amount Convertible Note - Purchaser: entities affiliated with and controlled by Brett Hoge, one of the Company’s directors - Consideration: cash proceeds of $500,000 source text: The first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of the Securities are entities affiliated with, and controlled by Brett Hoge, one evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/0001493152-26-011202-index.htm - Equity Issuances Newton Golf Company, Inc. issued Warrant to purchase 50,000 Shares of Common Stock of warrant to entities affiliated with and controlled by Brett Hoge, one of the Company’s directors for purchased as part of the First Closing; cash proceeds referenced for the overall Securities. - Security: warrant - Shares: Warrant to purchase 50,000 Shares of Common Stock - Purchaser: entities affiliated with and controlled by Brett Hoge, one of the Company’s directors - Consideration: purchased as part of the First Closing; cash proceeds referenced for the overall Securities source text: The first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/0001493152-26-011202-index.htm - Material Agreements Newton Golf Company, Inc. entered into Purchase Agreement with entities affiliated with, and controlled by Brett Hoge valued at up to $2,000,000 (effective 2026-03-16). - Action: entry - Agreement: equity purchase - Counterparty: entities affiliated with, and controlled by Brett Hoge - Value: up to $2,000,000 - Effective: 2026-03-16 source text: On March 16, 2026, Newton Golf Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time (the “Exercise Price”). evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226011202/0001493152-26-011202-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.