UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On May 19, 2026, the Board of Directors (the “Board”) of Newton Golf Company, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Gregg Hemphill as a director, effective May 19, 2026. Mr. Hemphill will serve as a director until the 2026 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.
The Board determined that Mr. Hemphill qualifies as an independent director pursuant to the Listing Rules of The Nasdaq Stock Market LLC and the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Board also has appointed Mr. Hemphill to serve on the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating Committee, effective as of May 19, 2026. Mr. Hemphill will receive compensation for his service in accordance with the Company’s non-employee director compensation program, effective as of January 1, 2026, which provides for an annual cash retainer of $30,000, payable on a pro-rata basis, quarterly in arrears, and an annual grant of restricted stock units (“RSUs”) under the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) with a grant date fair value of $37,500. Annual director RSUs will be granted at each annual stockholders’ meeting and vest on the 12-month anniversary of the grant date. On May 19, 2026, Mr. Hemphill also received an initial RSU award under the Plan with a grant date fair value of $30,000, which also shall vest on the 12-month anniversary of the grant date.
There are no arrangements or understandings between Mr. Hemphill and any other persons pursuant to which Mr. Hemphill was selected as a director of the Company. There are no relationships or related transactions between Mr. Hemphill or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
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: May 20, 2026 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Akinobu Yorihiro | |
| Akinobu Yorihiro | ||
| Interim Chief Executive Officer and Chief Technology Officer | ||