Unregistered Sales of Equity Securities. The disclosure set forth in

Entry into A Material Definitive Agreement. Private Placement On August 14, 2026, Newton Golf Company, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (the “Investors”), for the private placement (the “Private Placement”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock,” and such shares, the “Investor Shares”), at a per share price equal to the greater of (i) $0.01 ab…

above, on July 8, 2026, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, powers, restrictions, and limitations of the Series A Preferred Stock. The Certificate of Designation became effective upon filing. The Certificate of Designation authorizes up to 50,000 shares of Series A Preferred Stock. The material terms of the Series A P…

Material Modification to Rights of Security Holders. The information in Items 1.01 and 5.03 are incorporated herein by reference.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry into a Material Definitive Agreement. On July 1, 2026, Newton Golf Company, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Brynnwood, LLLP, a Delaware limited liability partnership (the “Lender”), pursuant to which the Lender agreed to provide the Company with a senior secured revolving credit facility in an aggregate principal amount of up to $5,000,000 (the “Revolving Line”). All capitalized terms used in this Current Report on Form 8-K but…

Entry into a Material Definitive Agreement. On June 26, 2026, Newton Golf Company, Inc. (the “Company”) entered into additional closings on the securities purchase agreement (the “Purchase Agreement”). The Company initially entered into the Purchase Agreement on March 16, 2026 and disclosed on a Current Report on Form 8-K on March 16, 2026. The Company then entered into additional closings to the Purchase Agreement and disclosed such closings on Current Reports on Form 8-K on April 13, 2026 a…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

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 from registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), a…

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”), an…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

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,…

Director — Gregg Hemphill: Gregg Hemphill was appointed as a director and joined several committees.

and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Current Report on Form 8-K in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

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”), an…

Entry into a Material Definitive Agreement. On April 7, 2026 and April 9, 2026, Newton Golf Company, Inc. (the “Company”) entered into additional closings on the securities purchase agreement (the “Purchase Agreement”) that the Company entered into on March 16, 2026 and disclosed on a Current Report on Form 8-K on March 16, 2026 (the “Previous Current Report”). Pursuant to the Purchase Agreement, the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On April 6, 2026, Newton Golf Company, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasda…

Director — Greg Campbell: Greg Campbell resigned from the Board of Directors.

Executive Chairman, Chief Executive Officer — Greg Campbell: Greg Campbell was terminated from his roles as Executive Chairman and Chief Executive Officer.

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”), an…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry into a Material Definitive Agreement. On March 16, 2026, Newton Golf Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), 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 the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrant…

Director, Chief Financial Officer and Chief Operating Officer — John Bode, Jeff Clayborne: The company appointed John Bode as a director and Jeff Clayborne as Chief Financial Officer and Chief Operating Officer.

and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Current Report on Form 8-K in such a filing.