---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-016361"
form_type: "8-K"
ticker: "NWTG"
cik: "0001934245"
company_name: "Newton Golf Company, Inc."
filed_at: "2026-04-13T23:59:59+00:00"
generated_at: "2026-05-15T06:37:17.011442+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Newton Golf raises additional $850k through convertible notes and warrants

## Summary
- Second closing Apr 7: $500k note + 50k warrants; third and fourth closings Apr 9: $100k and $250k notes + 10k and 25k warrants.
- Convertible Notes: 10% PIK interest, 18-month maturity, convertible at $1.60/share; Warrants exercisable at $1.75/share for 5 years.
- Combined with $500k from March 16 closing, total raised $1.35M of $2M maximum; purchasers are entities affiliated with director Brett Hoge.
- Company granted piggyback registration rights for resale of conversion shares and warrant shares; private placement under Rule 506(b).

## SEC filing metadata
- accession: 0001493152-26-016361
- form_type: 8-K
- ticker: NWTG
- cik: 0001934245
- company_name: Newton Golf Company, Inc.
- filed_at: 2026-04-13T23:59:59+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/1934245/000149315226016361/0001493152-26-016361-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-016361
- JSON: https://secwatch.observer/filing/0001493152-26-016361.json
- Plain text: https://secwatch.observer/filing/0001493152-26-016361.txt

## Key facts
- Debt Financings
  Newton Golf Company, Inc. incurred convertible notes of principal amount of $500,000 with purchasers at 10% per annum maturing 18 months from the date of issuance.
  - Instrument: convertible notes
  - Principal: principal amount of $500,000
  - Counterparty: purchasers
  - Rate: 10% per annum
  - Maturity: 18 months from the date of issuance
  - Event: incurrence
  source text: The second closing occurred on April 7, 2026 (the "Second Closing") at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and 50,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Debt Financings
  Newton Golf Company, Inc. incurred convertible notes of principal amount of $100,000 with purchasers at 10% per annum maturing 18 months from the date of issuance.
  - Instrument: convertible notes
  - Principal: principal amount of $100,000
  - Counterparty: purchasers
  - Rate: 10% per annum
  - Maturity: 18 months from the date of issuance
  - Event: incurrence
  source text: The third closing occurred on April 9, 2026 (the "Third Closing") at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $100,000 and 10,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Debt Financings
  Newton Golf Company, Inc. incurred convertible notes of principal amount of $250,000 with purchasers at 10% per annum maturing 18 months from the date of issuance.
  - Instrument: convertible notes
  - Principal: principal amount of $250,000
  - Counterparty: purchasers
  - Rate: 10% per annum
  - Maturity: 18 months from the date of issuance
  - Event: incurrence
  source text: The fourth closing occurred on April 9, 2026 (the "Fourth Closing") at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $250,000 and 25,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued 50,000 Warrant Shares of warrant to institutional investors for accompanying the Convertible Note at the Second Closing.
  - Security: warrant
  - Shares: 50,000 Warrant Shares
  - Purchaser: institutional investors
  - Consideration: accompanying the Convertible Note at the Second Closing
  source text: The second closing occurred on April 7, 2026 (the “Second Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and 50,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued Convertible Note with a principal amount of $100,000 of convertible note to institutional investors for cash proceeds of $100,000.
  - Security: convertible note
  - Shares: Convertible Note with a principal amount of $100,000
  - Purchaser: institutional investors
  - Consideration: cash proceeds of $100,000
  source text: The third closing occurred on April 9, 2026 (the “Third Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $100,000 and 10,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued Convertible Note with a principal amount of $500,000 of convertible note to entities affiliate with, and controlled by Brett Hoge, one the Company’s directors for cash proceeds of $500,000.
  - Security: convertible note
  - Shares: Convertible Note with a principal amount of $500,000
  - Purchaser: entities affiliate with, and controlled by Brett Hoge, one 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued Convertible Note with a principal amount of $250,000 of convertible note to institutional investors for cash proceeds of $250,000.
  - Security: convertible note
  - Shares: Convertible Note with a principal amount of $250,000
  - Purchaser: institutional investors
  - Consideration: cash proceeds of $250,000
  source text: The fourth closing occurred on April 9, 2026 (the “Fourth Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $250,000 and 25,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued 10,000 Warrant Shares of warrant to institutional investors for accompanying the Convertible Note at the Third Closing.
  - Security: warrant
  - Shares: 10,000 Warrant Shares
  - Purchaser: institutional investors
  - Consideration: accompanying the Convertible Note at the Third Closing
  source text: The third closing occurred on April 9, 2026 (the “Third Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $100,000 and 10,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued 25,000 Warrant Shares of warrant to institutional investors for accompanying the Convertible Note at the Fourth Closing.
  - Security: warrant
  - Shares: 25,000 Warrant Shares
  - Purchaser: institutional investors
  - Consideration: accompanying the Convertible Note at the Fourth Closing
  source text: The fourth closing occurred on April 9, 2026 (the “Fourth Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $250,000 and 25,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued Warrant to purchase 50,000 Shares of Common Stock of warrant to entities affiliate with, and controlled by Brett Hoge, one the Company’s directors for accompanying the Convertible Note at the First Closing.
  - Security: warrant
  - Shares: Warrant to purchase 50,000 Shares of Common Stock
  - Purchaser: entities affiliate with, and controlled by Brett Hoge, one the Company’s directors
  - Consideration: accompanying the Convertible Note at the First Closing
  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/1934245/000149315226016361/0001493152-26-016361-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued Convertible Note with a principal amount of $500,000 of convertible note to institutional investors for cash proceeds of $500,000.
  - Security: convertible note
  - Shares: Convertible Note with a principal amount of $500,000
  - Purchaser: institutional investors
  - Consideration: cash proceeds of $500,000
  source text: The second closing occurred on April 7, 2026 (the “Second Closing”) at which the company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and 50,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226016361/0001493152-26-016361-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.