---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-027715"
form_type: "8-K"
ticker: "NWTG"
cik: "0001934245"
company_name: "Newton Golf Company, Inc."
filed_at: "2026-06-08T20:05:37+00:00"
generated_at: "2026-06-08T20:14:14.545568+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Newton Golf increases convertible note facility to $3M; first closing of $500k completed

## Summary
- Board approved increase in maximum principal amount from $2M to $3M for unsecured convertible promissory notes.
- On June 3, 2026, first closing issued $500k convertible note and warrants to purchase 50,000 common shares at $1.75/share.
- Notes mature 18 months, bear 10% interest paid in kind, convertible at $1.60/share; warrants expire in 5 years.
- Automatic conversion provision if stock closes at or above $3.00 for 10 consecutive days.
- Remaining capacity: $950k in notes and 95,000 warrants authorized for future closings.

## SEC filing metadata
- accession: 0001493152-26-027715
- form_type: 8-K
- ticker: NWTG
- cik: 0001934245
- company_name: Newton Golf Company, Inc.
- filed_at: 2026-06-08T20:05:37+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/0001493152-26-027715-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-027715
- JSON: https://secwatch.observer/filing/0001493152-26-027715.json
- Plain text: https://secwatch.observer/filing/0001493152-26-027715.txt

## Key facts
- Debt Financings
  Newton Golf Company, Inc. incurred convertible notes of $500,000 at 10% per annum maturing 18 months from the date of issuance.
  - Instrument: convertible notes
  - Principal: $500,000
  - Rate: 10% per annum
  - Maturity: 18 months from the date of issuance
  - Event: incurrence
  source text: On June 3, 2026, the Company completed the first closing of the June Financing (the “First Closing”) at which the Company issued, and the purchaser purchased, a Convertible Note with a principal amount of $500,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/0001493152-26-027715-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued convertible note for principal amount of $500,000.
  - Security: convertible note
  - Consideration: principal amount of $500,000
  source text: On June 3, 2026, the Company completed the first closing of the June Financing (the “First Closing”) at which the Company issued, and the purchaser purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/0001493152-26-027715-index.htm
- Equity Issuances
  Newton Golf Company, Inc. issued 50,000 Warrant Shares of warrant.
  - Security: warrant
  - Shares: 50,000 Warrant Shares
  source text: On June 3, 2026, the Company completed the first closing of the June Financing (the “First Closing”) at which the Company issued, and the purchaser purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/0001493152-26-027715-index.htm
- Material Agreements
  Newton Golf Company, Inc. entered into Purchase Agreement with purchasers valued at up to $3,000,000 (effective 2026-05-28).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: purchasers
  - Value: up to $3,000,000
  - Effective: 2026-05-28
  source text: the Company entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell and issue, and the purchasers agreed to purchase, from time to time, in one or more closings, on the terms and conditions contained in the Purchase Agreement, up to $3,000,000 of Convertible Notes and Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1934245/000149315226027715/0001493152-26-027715-index.htm

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