Entry into Material Definitive Agreements

Newton Golf Company, Inc. (the “Company”) entered into additional closings on a securities purchase agreement (the “Purchase Agreement”) on April 7, 2026 and April 9, 2026. This agreement was originally executed on March 16, 2026. These closings involve the issuance of Convertible Notes and Warrants to purchasers in a private placement transaction.

Under the terms of the Purchase Agreement, the Company is obliged to provide written notice to each purchaser regarding its intention to file registration statements covering the resale of any shares of Common Stock held by stockholders. Importantly, the Company must include all Conversion Shares and Warrant Shares in any proposed piggy-back registration statement if requested in writing by a purchaser within five calendar days of receiving notice. The Company is required to use commercially reasonable efforts to have these registration statements declared effective by the SEC.

• Convertible Notes and Warrants: The issuance and sale were made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.
• Piggy-back Registration Rights: Purchasers have the right to request inclusion of their shares in registration statements, which could increase liquidity for these shares and may affect the market value.

The Warrants, Convertible Notes, and the Purchase Agreement include customary terms and conditions. The full text of these documents is available as Exhibits 4.1, 4.2, and 10.1 to the Form 8-K and are incorporated by reference.

Creation of Direct Financial Obligation

The issuance of Convertible Notes represents a new direct financial obligation for the Company. This could impact the Company’s balance sheet and cash flows, and is a point of interest for investors assessing the Company’s financial health.

Unregistered Sales of Equity Securities

The Convertible Notes and Warrants were issued in a private placement and are not registered under the Securities Act or state securities laws. The offer and sale, as well as the issuance of Conversion Shares and Warrant Shares, are exempt from registration but may not be offered or sold in the United States without registration or an applicable exemption.

This private placement increases the Company’s capital and potentially dilutes existing shareholders, depending on the conversion terms and exercise of warrants.

Securities Registered Pursuant to Section 12(b)

Emerging Growth Company Status

Newton Golf Company, Inc. is classified as an Emerging Growth Company. This status may allow the Company to take advantage of certain reduced reporting and disclosure requirements, which can impact the transparency and regulatory burden.

The Company has not elected to use the extended transition period for new or revised financial accounting standards, meaning it will adopt changes on the same schedule as other public companies.