Material Agreement (Form 8-K)

Item 1.01. Entry into A Material Definitive Agreement.

Private Placement

On September 15, 2026, an additional investor (the "September Investor") became party to the Securities Purchase Agreement, dated as of August 14, 2026 (the "Securities Purchase Agreement"), among Newton Golf Company, Inc. (the "Company") and the investors named therein (the "Investors"), and the Company closed an additional tranche (the "Second Tranche") of its 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") pursuant thereto with the September Investor. The September Investor purchased 215,079 shares of Common Stock at a Per Share Price of $1.26, for aggregate gross proceeds to the Company of $271,000. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Securities Purchase Agreement.

The Private Placement is structured in tranches, consisting of (i) an initial tranche of not less than $1,000,000 (the "First Tranche") and (ii) one or more additional tranches (each, an "Additional Tranche"), until the aggregate purchase price for all tranches reaches up to $5,000,000. The First Tranche closed on August 14, 2026 for aggregate gross proceeds to the Company of $1,000,000, and the Second Tranche closed on September 15, 2026 for aggregate gross proceeds to the Company of $271,000.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such Securities Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Securities Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

In addition, on September 15, 2026, the September Investor became party to the Registration Rights Agreement, dated as of August 14, 2026 (the "Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") no later than forty-five (45) calendar days after the closing date of each of the First Tranche and each Additional Tranche for purposes of registering the resale of the Investor Shares, to use its commercially reasonable efforts to have such Registration Statement declared effective by the earlier of (a) ninety (90) days following such filing deadline and (b) the tenth (10th) business day after the SEC notifies the Company that the Registration Statement will not be reviewed or will not be subject to further review, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been resold thereunder, or (ii) may be resold without volume or manner-of-sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.