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Get filing alertsNewton Golf raises $850K in convertible debt, bringing total financing to
Filed April 13, 2026 · Period ending April 7, 2026 · ~1 min read
Key Changes
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Company completed three closings (April 7-9) issuing $850K in convertible notes plus 85,000 warrants, bringing cumulative proceeds to of up to $2M available under March 2026 facility.
Item 1.01 verify on EDGAR → -
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Notes mature in 18 months (Oct 2027), carry 10% interest paid-in-kind, and convert to common stock at $1.60/share. At current terms, would convert to ~844K shares, diluting existing holders.
Item 1.01 verify on EDGAR → -
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Company can force conversion if stock trades at or above $3.00 for 10 consecutive trading days, potentially triggering dilution earlier than maturity.
Item 1.01 verify on EDGAR → -
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Default provisions double interest rate to 20% and accelerate all principal if company fails payments, breaches covenants, or enters bankruptcy—creating liquidity risk before Oct 2027.
Item 1.01 verify on EDGAR → -
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Securities sold in private placement to accredited investors under Reg D exemption; shares not registered and subject to resale restrictions.
Item 3.02 verify on EDGAR →
Summary
Newton Golf raised $850,000 through three closings on April 7 and 9, issuing convertible notes and warrants to accredited investors. This brings total proceeds to $1.35 million under a up to $2 million financing facility established in March 2026. The notes mature in October 2027, accrue 10% interest paid in kind, and automatically convert to common stock at $1.60 per share during the 60-day window before maturity.
Retail investors should care because this financing creates meaningful dilution risk. At the $1.60 conversion price, the $1.35 million raised (plus accrued interest) would convert to approximately 844,000 shares—diluting existing holders. The company can also force early conversion if the stock hits $3.00 for 10 consecutive days, potentially triggering dilution sooner.
Additionally, default provisions double the interest rate to 20% if Newton Golf misses payments or breaches covenants, creating financial pressure if the business struggles. Watch for the fifth and final closing to see if Newton Golf secures the remaining $650,000 of the up to $2 million facility. Also monitor whether the company's cash position improves enough to avoid default risk, and track the stock price relative to the $3.00 forced-conversion threshold.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Newton Golf disclosed creation of a direct financial obligation through issuance of convertible notes on April 7, 2026.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Convertible Notes is hereby incorporated by reference into this Item 2.03.
The company created a new direct financial obligation by issuing convertible notes. The 8-K references Item 1.01 for full details, but that section is not included in the provided text, so specific terms (amount, interest rate, maturity, conversion price) cannot be determined from this excerpt.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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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. At the Second Closing, the Company received cash proceeds of $500,000.
Newton Golf completed a second closing under its March 2026 securities purchase agreement, issuing a $500,000 convertible note and warrants to purchase 50,000 shares at $1.75 per share. The note matures in 18 months, accrues 10% annual interest paid in kind, and converts to common stock at $1.60 per share. This brings total proceeds to $1 million across two closings.
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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. At the Third Closing, the Company received cash proceeds of $100,000.
Newton Golf completed a third closing on April 9, 2026, issuing a $100,000 convertible note and warrants to purchase 10,000 shares. The terms mirror the prior closings: 18-month maturity, 10% interest, $1.60 conversion price, and $1.75 warrant exercise price.
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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. At the Fourth Closing, the Company received cash proceeds of $250,000.
Newton Golf completed a fourth closing on April 9, 2026, issuing a $250,000 convertible note and warrants to purchase 25,000 shares. Combined with the second and third closings, the company raised $850,000 in this 8-K period, bringing cumulative proceeds to of the $2 million facility.
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The Convertible Notes mature 18 months from the date of issuance (the “Maturity Date”) and accrue interest at an annual rate of 10% per annum with such interest paid in kind. The outstanding principal balance and unpaid accrued interest of the Convertible Notes on or during the 60 days prior to the Maturity Date, effective on the Maturity Date, convert into shares of Common Stock (the “Conversion Shares”) at the conversion price of $1.60 per share of Common Stock, subject to adjustments from time to time (the “Conversion Price”), with the number of Conversion Shares to be determined by dividing the outstanding principal balance and unpaid accrued interest that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable).
The convertible notes mature 18 months from issuance, accrue 10% annual interest paid in kind, and automatically convert to common stock at $1.60 per share during the 60 days prior to maturity. The company can force conversion if the stock trades at or above $3.00 for 10 consecutive days. At current conversion terms, the raised plus accrued interest would convert to approximately 843,750 shares plus interest, representing potential dilution to existing shareholders.
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Upon an event of default, all principal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default at a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible Notes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.
If Newton Golf defaults on the notes—through payment failure, covenant breach, or bankruptcy—all principal and interest become immediately due and the interest rate doubles to 20% per annum. This creates significant downside risk if the company faces liquidity challenges before the October 2027 maturity dates.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Newton Golf issued convertible notes and warrants in a private placement under Section 4(a)(2) and Regulation D exemption.
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Based in part upon the representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.
The company sold convertible notes and warrants in a private placement without registering the securities with the SEC. The transaction relied on exemptions under Section 4(a)(2) and Regulation D Rule 506(b), which allow sales to accredited investors without public registration. The filing references a Purchase Agreement and Item 1.01 for additional details not included in this excerpt.
Event · Item 9.01 — Financial Statements and Exhibits
Newton Golf filed an 8-K incorporating by reference exhibits related to warrants, convertible notes, and purchase agreements from a prior March 2026 filing.
Show 1 minor / wording change
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Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026). ... Form of Convertible Note (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026). ... Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026).
This 8-K references exhibits from a prior March 18, 2026 filing that include forms of warrants, convertible notes, and purchase agreements. The filing itself discloses no new substantive information but formally incorporates these financing-related documents by reference. This is a procedural filing with no new material business developments disclosed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify