false
0001934245
0001934245
2026-03-27
2026-03-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 27, 2026
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41701 |
|
82-4938288 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
551
Calle San Pablo
Camarillo,
CA 93012
(Address
of principal executive offices, including ZIP code)
855-774-7888
(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 |
| Common
stock, par value $0.01 per share |
|
NWTG |
|
The
Nasdaq Stock Market LLC |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 27, 2026, Greg Campbell was terminated as the Executive Chairman, Chief Executive Officer and principal executive officer of Newton
Golf Company, Inc. (the “Company”). Also on March 27, 2026, Akinobu Yorihiro, age 57, was appointed the Company’s Interim
Chief Executive Officer and principal executive officer and Brett Hoge was appointed Chairperson of the Company’s Board of Directors.
Mr.
Yorihiro, one of the Company’s co-founders, is a director, the Interim Chief Executive Officer and the Chief Technology Officer
of the Company. Mr. Yorihiro has served as a director and the Company’s Chief Technology Officer since March 2018. Mr. Yorihiro
served as Chairman of the Board for Nippon Xport Ventures, Inc. from 2017 to 2023. Mr. Yorihiro served as Chief Executive Officer of
Yoshimoto Entertainment USA, the U.S. subsidiary of Yoshimoto Kogyo of Japan, and the Chief Executive Officer of Bellrock Media, a digital
media company backed by Dentsu, NTT Docomo and Yoshimoto Entertainment, from 2006 to 2017. He was a Corporate M&A Partner at Bingham
McCutchen LLP, a large national U.S. law firm, where he specialized in cross-border transactions, representing Japanese and U.S. clients
across a wide range of industries including manufacturing, pharmaceutical, technology, banking, sports and entertainment, from 1993 to
2006.
Mr.
Yorihiro has no family relationships with any executive officer or director of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements
or understandings between Mr. Yorihiro and any other person pursuant to which he was selected to become the Interim Chief Executive Officer
of the Company.
Mr.
Yorihiro’s compensation did not change in connection with his appointment as Interim Chief Executive Officer of the Company.
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:
March 30, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Akinobu Yorihiro |
| |
|
Akinobu
Yorihiro |
| |
|
Interim
Chief Executive Officer and Chief Technology Officer |