Newton Golf Company, Inc. (NWTG) reported on November 6, 2026, the closing of an additional tranche of its private placement of common stock and the execution of agreements for Series A Preferred Stock. The company entered into Securities Purchase Agreements with four investors, including Brett Hoge, a director of the Company, for the purchase of 967,739 shares of common stock at a price of $1.24 per share. This transaction, known as the Third Tranche, generated aggregate gross proceeds of $1,200,000 for the company.
In addition to the common stock offering, Newton Golf closed a private placement of Series A Convertible Preferred Stock. The company executed Subscription and Investment Representation Agreements with two investors, selling an aggregate of 5,000 shares of Series A Preferred Stock for $500,000 in gross proceeds. The Series A Preferred Stock is convertible into common stock at an initial conversion price of $1.00 per share. The Certificate of Designation for this preferred stock was filed with the Secretary of State of Delaware on July 8, 2026.
Separately, Newton Golf entered into an Exchange Agreement with Brynnwood, LLLP, its lender under a senior secured revolving credit facility. Under this agreement, the company exchanged $1,000,000 of principal from the revolving line of credit for 211,693 shares of common stock and 7,875 shares of Series A Preferred Stock. The exchange was conducted in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act.
The company noted that these transactions are exempt from registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The investors involved in these transactions represented that they were accredited investors purchasing the securities solely for investment purposes.
