Newton Golf Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(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 | ||
| The
|
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.
On October 24, 2024, Newton Golf Company, Inc. (the “Company”), entered into an At The Market Sales Offering Agreement (the “Agreement”) with Kingswood Capital Partners, LLC, as sales agent and/or principal (the “Agent”). Pursuant to the terms of the Agreement, the Company may sell from time to time to or through the Agent shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate sales price of up to the lesser of (a) the number or dollar amount of shares of Common Stock registered on the prospectus supplement pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof) (the “Shares”). Immediately prior to the filing of this Current Report on Form 8-K, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) with respect to the offering of up to $10.0 million of Shares pursuant to the Agreement. Any Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-281664), which was declared effective by the SEC on September 23, 2024.
The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the Agreement. No assurance can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or number of Shares that it sells or the dates when such sales will take place.
Pursuant to the terms of the Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required to make because of such liabilities. The Company and the Agent may each terminate the Agreement upon 10 business days’ prior written notice as provided in the Agreement.
Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Capital Market at market prices or as otherwise agreed by the Company and the Agent. Under the terms of the Agreement, the Company may also sell the Shares from time to time to the Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the Shares to the Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the Agent. The description of the Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Agreement, filed as Exhibit 1.1 to this Current Report on Form 8-K.
A copy of the legal opinion and consent of Faegre Drinker Biddle & Reath LLP relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | At The Market Offering Agreement, dated as of October 24, 2025, by and between the Company and Kingswood Capital Partners, LLC | |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP | |
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 24, 2025 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Greg Campbell | |
| Greg Campbell | ||
| Executive Chairman and Chief Executive Officer | ||