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Get filing alertsNewton Golf raises $500K in convertible debt, expands facility to up to $3M with $950K available
Filed June 8, 2026 · Period ending June 3, 2026 · ~1 min read
Key Changes
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high
Company closed $500K convertible note on June 3, bringing total debt raised to $2.05M. Board expanded facility from up to $2M to up to $3M, leaving $950K available for future draws.
Item 1.01 verify on EDGAR → -
high
Notes mature in 18 months with 10% interest paid in kind, auto-convert to stock at $1.60/share. Company can force conversion if stock trades at $3.00+ for 10 consecutive days.
Item 1.01 verify on EDGAR → -
medium
Investors receive warrants to buy 1 share at $1.75 for every $10 of notes, exercisable for 5 years. This financing issued 50,000 warrants, adding to potential dilution.
Item 1.01 verify on EDGAR → -
medium
Investors granted piggyback registration rights to include conversion and warrant shares in future company registration statements, enabling public resale at company expense.
Item 1.01 verify on EDGAR → -
low
Securities sold in private placement under Regulation D to accredited investors without SEC registration. Shares from conversions and warrants are restricted securities.
Item 3.02 verify on EDGAR →
Summary
Newton Golf closed the first tranche of an expanded convertible debt facility, raising $500,000 in cash on June 3, 2026. The Board increased the total facility size from up to $2 million to up to $3 million in late May, and with $2.05 million now drawn (including $1.55 million from a prior March financing), the company has $950,000 in remaining capacity.
The notes carry 10% annual interest that compounds rather than being paid in cash, and automatically convert to common stock at $1.60 per share at the 18-month maturity. Investors also received warrants to purchase 50,000 shares at $1.75, exercisable for five years.
Retail shareholders should note the dilution math: at maturity, the $500,000 note converts to 312,500 shares at $1.60, while the warrants add another 50,000 shares if exercised. Combined with the earlier $1.55 million in notes, total potential dilution from this program exceeds 1.2 million shares, plus up to 205,000 warrant shares. The company can force early conversion if the stock sustains $3.00 or higher for 10 days, which would eliminate the debt but accelerate dilution. Watch for additional closings under the remaining $950,000 facility capacity, which would signal continued cash needs. Also monitor whether the company files a registration statement that triggers the piggyback rights, as that would enable investors to sell freely and could pressure the stock.
Section-by-Section Diff
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.
Added in current filing · verify on EDGAR →
On May 28, 2026, the Board of Directors of the Company approved an increase in the Maximum Principal Amount of $1,000,000. Accordingly, 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 to purchase up to 300,000 shares of Common Stock (the “Warrant Shares”) at the Exercise Price (the “June Financing”).
The Board approved expanding the company's convertible note facility from $2 million to $3 million, adding $1 million in additional borrowing capacity. This increases the total authorized amount of convertible debt and warrants the company can issue to investors under the securities purchase agreement.
Added in current filing · verify on EDGAR →
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. At the First Closing, the Company received cash proceeds of $500,000.
The company raised $500,000 in cash by issuing a convertible note and warrant to purchase 50,000 shares at $1.75 per share. This brings total convertible notes issued to date to $2,050,000 ($1,550,000 from March financing plus $500,000 from this closing), with $950,000 in additional capacity remaining under the expanded facility.
Added in current filing · verify on EDGAR →
Under the terms of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or more registration statements covering the resale of any shares of Common Stock held by its stockholders. The Company also agreed to include all Conversion Shares and Warrant Shares in the proposed piggy-back registration statement with respect to which the Company has received from a purchaser a written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser.
The company granted investors piggyback registration rights, meaning when the company files a registration statement for other stockholders, these investors can request to include their shares from note conversions and warrant exercises. This allows investors to sell their shares publicly without restriction once registered, at the company's expense.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Newton Golf disclosed creation of a direct financial obligation through issuance of convertible notes.
Added in current filing · verify on EDGAR →
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 disclosed the creation of a direct financial obligation through the issuance of convertible notes. The 8-K references Item 1.01 for details, but that section is not included in the provided filing excerpt, so specific terms (amount, interest rate, maturity, conversion price) cannot be determined from this text.
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.
Added in current filing · verify on EDGAR →
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.
Newton Golf sold convertible notes and warrants in a private placement without registering the securities with the SEC. The company relied on exemptions under Section 4(a)(2) and Regulation D Rule 506(b), which allow sales to accredited investors without public registration. This means the securities cannot be freely traded and are restricted.
Added in current filing · verify on EDGAR →
The offer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered under the Securities Act or any state securities laws.
The filing discloses that shares issuable upon conversion of the notes and exercise of the warrants are also unregistered. This creates potential dilution for existing shareholders when these securities convert or are exercised, though the shares will be restricted and subject to resale limitations under securities laws.
Event · Item 9.01 — Financial Statements and Exhibits
Newton Golf entered into a Purchase Agreement on June 3, 2026, referencing previously disclosed warrants and convertible notes.
Added in current filing · verify on EDGAR →
Form of Purchase Agreement, initially entered into on June 3, 2026.
The company executed a Purchase Agreement on June 3, 2026. The filing references forms of warrants and convertible notes from a prior March 18, 2026 8-K, suggesting this agreement may involve equity or debt financing. The specific terms, parties, and amounts are not disclosed in this 8-K body, as only the exhibit list is provided.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify