Form 8-K
8-K — Newton Golf Company, Inc.
Accession: 0001493152-26-027715
Filed: 2026-06-08
Period: 2026-06-03
CIK: 0001934245
SIC: 3949 ()
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 3, 2026
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41701
82-4938288
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
551
Calle San Pablo
Camarillo,
CA 93012
(Address
of principal executive offices, including ZIP code)
855-774-7888
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
stock, par value $0.01 per share
NWTG
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Reports on Form 8-K by Newton Golf Company, Inc. (the “Company”) on March 16, 2026 and
April 13, 2026 (the “Previous Current Reports”), on March 16, 2026, the Company entered into a securities purchase agreement
(the “March Financing”), 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 such purchase agreement, unsecured promissory notes (the “Convertible Notes”)
in the aggregate funded amount of up to $2,000,000 (the “Maximum Principal Amount”) 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”).
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”).
To
date, the Company has issued Convertible Notes with an aggregate principal amount of $1,550,000 and Warrants to purchase up to 155,000
Warrant Shares pursuant to the March Financing. 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. Following the First
Closing, the Company remains authorized to issue Convertible Notes with an aggregate principal amount of $950,000 and Warrants to purchase
up to 95,000 Warrant Shares.
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).
In the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity
Date, the Company may, in its sole discretion, elect to convert in whole upon 10 calendar days’ written notice to the holders,
the Convertible Notes into Conversion Shares at the Conversion Price. Upon the occurrence of a change of control prior to the conversion
or repayment of the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing
of such change of control, to have the outstanding principal and unpaid accrued interest repaid in full following such closing or convert
the outstanding principal balance and unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable
by the Company at any time, in whole or in part, at any time prior to the Maturity Date, without penalty. 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.
Under
the terms of the Purchase Agreement, the Company agreed to sell at each closing, in addition to a Convertible Note, one accompanying
Warrant to purchase the number of Warrant Shares calculated by dividing the principal amount of the holder’s Convertible Note by
10. The Warrants expire five years from the date of issuance. The holder of a Warrant may, in its sole discretion, exercise the Warrant
in whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of shares of Common Stock for which the
Warrant is exercisable (and in lieu of being entitled to receive shares of Common Stock) in the manner required by Section 2.2 of the
form of Warrant attached to this Current Report as Exhibit 4.1.
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
shall use its commercially reasonable efforts to cause such piggyback registration statement to be declared effective by the Securities
and Exchange Commission, so as to permit the public resale by such purchaser of the Conversion Shares and/or Warrant Shares pursuant
thereto, at the Company’s sole cost and expense and at no cost or expense to such purchaser.
The
Warrants, the Convertible Notes and the Purchase Agreement include other customary terms and conditions. The above description of the
Warrants, the Convertible Notes and the Purchase Agreement are qualified in their entirety by the text of the form of Warrant, the form
of Convertible Note and the form of Purchase Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to
this Current Report on Form 8-K and incorporated herein by reference.
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.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. 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
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 Common Stock may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto,
is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other
securities of the Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
4.1
Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission on March 18, 2026).
4.2
Form of Convertible Note(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission on March 18, 2026).
10.1
Form of Purchase Agreement, initially entered into on June 3, 2026.
104
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
June 8, 2026
NEWTON
GOLF COMPANY, INC.
By:
/s/
Akinobu Yorihiro
Akinobu
Yorihiro
Interim
Chief Executive Officer and Chief Technology Officer
EX-10.1
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Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
Form
of SECURITIES PURCHASE AGREEMENT
This
Securities Purchase Agreement (“Agreement”)
is made as of [●], 2026, by and among Newton Golf Company, Inc., a Delaware corporation
(the “Company”), and the persons and entities named on the Schedule of Purchasers (the “Schedule
of Purchasers”) attached hereto as Schedule A (individually a “Purchaser” and collectively the
“Purchasers”).
RECITAL
WHEREAS,
the Company has authorized the sale and issuance of convertible promissory notes in substantially the form attached hereto as Exhibit
A (each, a “Note,” and collectively, the “Notes”) and the sale of certain
warrants substantially in the form attached hereto as Exhibit B (each, a “Warrant,” and collectively,
the “Warrants”); and
WHEREAS,
each Purchaser desires to purchase from the Company, severally and not jointly, and the Company desires to sell to each Purchaser, severally
and not jointly, the Notes and Warrants on the terms and conditions set forth herein in the respective amounts set forth on the Schedule
of Purchasers attached hereto.
NOW,
THEREFORE, in consideration of the premises and the agreements herein contained, and intending to be bound hereby, the parties hereby
agree as follows:
AGREEMENT
1.
Amount
and Terms of the Note and Warrant
1.1
The Note. Subject to the terms of this Agreement, at the applicable Closing (as defined below) the Company shall sell and issue to
each Purchaser, severally and not jointly, and each Purchaser shall purchase from the Company, severally and not jointly, a Note in the
original principal amount set forth opposite each such Purchaser’s name on the Schedule of Purchasers attached hereto as Schedule
A (each, a “Loan Amount”). The Notes shall be convertible into shares of the Company’s Common Stock (the
“Note Shares”), par value $0.01 per share (the “Common Stock”), as provided in the
Notes.
1.2
The Warrant. Subject to the terms of this Agreement, at the applicable Closing the Company shall issue to each Purchaser, severally
and not jointly, a Warrant exercisable for the number of shares of Common Stock (the “Warrant Shares” and together
with the Notes, the Note Shares and the Warrants, the “Securities”) set forth opposite each such Purchaser’s
name on the Schedule of Purchasers attached hereto as Schedule A.
2.
The
Closing
2.1
Closing Date. Subject to the satisfaction and/or waiver of the conditions set forth herein, the closing of the sale and issuance
of the Notes and the Warrants shall take place remotely via the exchange of documents and signatures, on the date hereof, or at such
other time and place as the Company and the Purchasers mutually agree, orally or in writing (the “Initial Closing”).
After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, additional Notes
(the “Additional Notes”), and corresponding Warrants, with such Additional Notes to be issued in such additional
closings (an “Additional Closing,” together with the Initial Closing, the “Closings”
and each, a “Closing”), together with the Notes issued at the Initial Closing, totaling an aggregate amount
of no more than $3.0 million. The Schedule of Purchasers to this Agreement shall be automatically updated to reflect the number of Additional
Notes and Warrants purchased at each such Additional Closing and the parties purchasing such Additional Notes and Warrants.
2.2
Delivery. At the Closing (i) each Purchaser shall deliver to the Company the Purchaser’s signature page to this Agreement and
the Warrant and a check or wire transfer of funds to the Company in the amount of the Loan Amount; and (ii) the Company shall issue and
deliver to each Purchaser the Company’s signature page to this Agreement, as applicable, and a Note and Warrant reflecting the
terms contained in the Schedule of Purchasers.
3.
Representations,
Warranties and Covenants of the Company
The
Company hereby represents and warrants to each Purchaser as follows:
3.1
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and will be in good
standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and
assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized
to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its
properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would
not have a material adverse effect on the Company or its business.
3.2
Corporate Power. The Company will have at each Closing all requisite corporate power to execute and deliver this Agreement and to
issue the Notes and the Warrants (collectively, the “Loan Documents”) and to carry out and perform its obligations
under the terms of this Agreement and under the terms of the Notes and the Warrants. The Company’s Board of Directors has approved
the Loan Documents based upon a reasonable belief that the Loan Amount is appropriate for the Company after reasonable inquiry concerning
the Company’s financing objectives and financial situation.
3.3
Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder
and thereunder, including the issuance and delivery of the Notes and Warrants and the reservation of the Note Shares and the Warrant
Shares has been taken or will be taken prior to the issuance of such Note Shares and Warrant Shares. The Loan Documents, when executed
and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms,
subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity,
subject to federal and state securities laws. The Note Shares and Warrant Shares, when issued in compliance with the provisions of the
Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), this Agreement,
the Notes and the Warrants, as applicable, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances
and, subject to the accuracy of the representations and warranties of the Purchasers in Section 4, issued in compliance with all applicable
federal and securities laws.
3.4
Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery
of this Agreement, the offer, sale or issuance of the Notes and Warrants shall have been obtained and will be effective at each Closing,
except such as may be required under any state or federal securities laws.
2
3.5
Non-Contravention. The execution and delivery by the Company of the Loan Documents and the performance and consummation of the transactions
contemplated hereby, including the conversion of the Notes into the Note Shares and the exercise of the Warrants for Warrant Shares,
will not (i) violate the Certificate of Incorporation or the Company’s bylaws or any material judgment, order, writ, decree, statute,
rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle
any other Person (as defined below) to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage,
indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation
or imposition of any lien upon any property, asset or revenue of the Company, or the suspension, revocation, impairment, forfeiture,
or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any
of its assets or properties, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would
not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, properties, assets,
liabilities, operations (including results thereof) or condition (financial or otherwise) of the Company.
4.
Representations
and Warranties of the Purchasers
4.1
Organization; Authority. Each Purchaser is a natural person or an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by the Loan Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
4.2
Purchase for Own Account. Each Purchaser represents that it is acquiring the Securities solely for the Purchaser’s own account
and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no
present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing
the same, and does not presently have reason to anticipate a change in such intention.
4.3
Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section
3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers
necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional
information necessary to verify the accuracy of the information given the Purchaser, and (iii) further represents that it has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
4.4
Ability to Bear Economic Risk. Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and
represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of
time and to suffer a complete loss of its investment.
4.5
Reliance on Exemptions. Each Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to
acquire the Securities.
3
4.6
Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Purchasers further agrees
not to make any disposition of all or any portion of the Securities unless and until:
(a)
There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(b)
The Purchasers shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchasers shall have furnished
the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration under the Securities
Act or any applicable state securities laws.
Notwithstanding
the limitations set forth in the foregoing paragraph, a Purchaser may transfer Securities to its “affiliates” as defined
under the Securities Act (“Affiliate”), without the necessity of registration or opinion of counsel if the
transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if such transferee were the Purchaser;
provided, however, that the Purchaser hereby covenants not to effect such transfer if such transfer either would invalidate
the securities laws exemptions pursuant to which the Securities were originally offered and sold or would itself require registration
under the Securities Act or applicable state securities laws.
4.7
Accredited Investor Status. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 under the
Securities Act. In the event a Purchaser is a limited liability company, such entity shall satisfy the requirements for a pass-through
accredited investor.
4.8
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered by each Purchaser and shall constitute
valid and binding obligations of each Purchaser enforceable in accordance with their terms, subject to laws of general application relating
to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
4.9
No Conflicts. The execution, delivery and performance by each Purchaser of this Agreement and the transactions contemplated hereby
will not (i) result in a violation of the organizational documents of such Purchaser, or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except
in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.
4.10
No Bad Actor Disqualification Event. Each Purchaser that beneficially owns 20% or more of the Company’s outstanding voting
securities represents, after reasonable inquiry, that none of the “Bad Actor” disqualifying events described in Rule 506(d)(l)(i)
to (viii) under the Securities Act is applicable to such Purchaser or any of its Rule 506(d) Related Parties (if any). “Rule 506(d)
Related Party” means a person or entity that is a beneficial owner of such Purchaser’s securities for purposes of Rule 506(d).
4
4.11
Further Assurances. Each Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver
to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to
carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.
5.
[Reserved].
6.
Registration
Rights.
6.1
Piggyback Registration Rights. If at any time the Company proposes to prepare and file with the Securities and Exchange Commission
(the “SEC”) one or more registration statements (or pre-effective amendments thereto), other than a registration
statement on S-4 or S-8 and/or any successor form, covering the resale of any shares of Common Stock held by its stockholders (for purposes
of this Section 6, collectively, a “Piggyback Registration Statement”), the Company will give to each Purchaser
written notice of its intention to do so at least ten (10) calendar days prior to the filing of each such Piggyback Registration Statement.
The Company shall include all Note Shares and Warrants Shares (collectively, the “Registrable Shares”) in the
proposed Piggyback Registration Statement with respect to which the Company has received from a Purchaser a written request for inclusion
therein within five (5) calendar days after the date the Company’s notice is sent to such Purchaser, and the Company shall use
its commercially reasonable efforts to cause such Piggyback Registration Statement to be declared effective by the SEC, so as to permit
the public resale by such Purchaser of the Registrable Shares pursuant thereto, at the Company’s sole cost and expense and at no
cost or expense to such Purchaser (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to such
Purchaser which shall be payable by such Purchaser). The inclusion for resale of the Registrable Shares shall be subject to the completion,
execution and delivery to the Company of a standard selling shareholder questionnaire. The Company shall use its commercially reasonable
efforts to have the Piggyback Registration Statement declared effective by the SEC as expeditiously as practicable, and shall keep such
Piggyback Registration Statement current for at least 180 days; provided, however, notwithstanding anything to the contrary provided
herein or elsewhere, the Company shall have the right for any reason or no reason to (a) withdraw such Piggyback Registration Statements
prior to the effective date thereof, and/or (b) to defer the initial filing or request for acceleration of effectiveness.
6.2
After the effectiveness of any such Piggyback Registration Statement, the Company has the right to suspend effectiveness thereof
upon the happening of an event as a result of which the Piggyback Registration Statement includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Each Purchaser’s rights and the Company’s obligations under this Section 6 shall
automatically terminate (i) as to any Registrable Shares that are eligible for sale under SEC Rule 144, and (ii) upon the sale of any
Registrable Shares by a Purchaser. Notwithstanding anything to the contrary provided herein or elsewhere, each Purchaser hereby agrees
to any underwriter cutbacks to the Registrable Shares and other selling stockholders in any Piggyback Registration Statement (such cut-backs
to be pro-rata as to each selling stockholder, including each Purchaser) and further agrees to any pro-rata reduction in the number of
shares of Common Stock it and all other selling stockholders are permitted by the Company to be included in any Piggyback Registration
Statement based upon SEC rules and regulations, including SEC interpretations and guidance, as to the number of shares of Common Stock
permitted to be included in a resale registration statement.
5
7.
Legends.
7.1
Acknowledgment. Each Purchaser understands that the Securities have been issued (or will be issued in the case of the Note Shares
and the Warrant Shares) pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities
laws, and as a result, the Securities shall bear any legend required by the “blue sky” laws of any state and a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):
[NEITHER
THE ISSUANCE AND SALE OF THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THESE SECURITIES
HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.
7.2
Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 7.1 or any
other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following
any sale of such Securities pursuant to Rule 144, provided that a Purchaser furnishes the Company with reasonable assurances that such
Securities are eligible for sale, assignment or transfer under Rule 144, which shall include an opinion of Purchaser’s counsel,
(iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 free of the current public information reporting
requirement contained in Rule 144(c)(1), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided
that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a generally acceptable form, to the effect
that such sale, assignment or transfer of the Securities may be made without registration under the applicable provisions of the Securities
Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling
judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall,
following the delivery by a Purchaser to the Company of a legended certificate representing such Securities (endorsed or with stock powers
attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with
any other deliveries from such Purchaser as may be reasonably required above in this Section 7.2, as directed by such Purchaser, either:
(A) credit the applicable number of Note Shares and Warrant Shares, as applicable, to which such Purchaser shall be entitled to such
Purchaser’s or its designee’s balance account with DTC through its DWAC system or (B), issue and deliver to such Purchaser,
a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Purchaser
or its designee.
8.
[Reserved].
9.
Miscellaneous
9.1
Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
9.2
Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of New York, without giving
effect to conflicts of laws principles. Each of the parties hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby. Each of the parties irrevocably and unconditionally waives
any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient
forum.
6
9.3
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.
9.4
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of
the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the Company and to the Purchasers at the address(es) set forth
on their respective signature pages hereto or at such other address(es) as the Company or the Purchasers may designate by ten (10) calendar
days’ advance written notice to the other parties hereto.
9.5
Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective
unless in writing and approved by the Company and the holders of a majority of the aggregate principal amount outstanding under the Notes
(the “Requisite Noteholders”).
9.6
Finders Fees. The Company and each of the Purchasers will indemnify the other against all liabilities incurred by the indemnifying
party with respect to claims related to investment banking or finders fees in connection with the transactions contemplated by this Agreement,
arising out of arrangements between the party asserting such claims and the indemnifying party, and all costs and expenses (including
reasonable fees of counsel) of investigating and defending such claims.
9.7
Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to a Purchaser, upon
any breach or default of the Company under this Agreement, any Warrant or any Note shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Purchaser of
any breach or default under this Agreement, or any waiver by a Purchaser of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement,
or by law or otherwise afforded to a Purchaser, shall be cumulative and not alternative.
9.8
Entire Agreement. This Agreement and Exhibit A and Exhibit B attached hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any
manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
9.9
Counterparts. This Agreement may be executed by electronic signature and in counterparts, each of which shall be deemed an original,
and both of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including
.pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)) or other transmission
method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
and in all respects.
[signature
pages follow]
7
In
Witness Whereof, the parties have executed this
Agreement as of the date first written above.
COMPANY:
NEWTON GOLF COMPANY, INC.
By:
Name:
Jeff Clayborne
Title:
Chief Financial Officer and Chief Operating Officer
[Signature
Page to Note Purchase Agreement]
In
Witness Whereof, the parties have executed this
Agreement as of the date first written above.
PURCHASER:
[FOR ENTITIES]
[●]
By:
Name:
Email address:
Address:
[FOR INDIVIDUALS]
By:
Name:
Email address:
Address:
[Signature
Page to Securities Purchase Agreement]
SCHEDULE
A
SCHEDULE
OF PURCHASERS
Name,
Address and Email Address
Loan
Amount
Number
of Warrant Shares
[●]
$ [●]
[●]
EXHIBIT
A
FORM
OF NOTE
[See
Attached]
EXHIBIT
B
FORM
OF WARRANT
[See
Attached]
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