Newton Golf Company, Inc. (NASDAQ: NWTG) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its governance, compensation plans, capital structure, and operating performance. This page aggregates those SEC filings and pairs them with AI-powered summaries to help readers interpret the information more efficiently.
For Newton Golf, key filings include annual proxy statements (DEF 14A), which describe proposals submitted to stockholders, director elections, equity incentive plans, and auditor ratification. For example, the company’s definitive proxy statement for its 2025 annual meeting outlines the approval of an amended and restated 2022 Equity Incentive Plan and the process for its virtual stockholder meeting.
Current reports on Form 8-K are another important source of information. Newton Golf has used 8-K filings to disclose matters such as amendments to its bylaws to reflect its name change from Sacks Parente Golf, Inc. to Newton Golf Company, Inc., changes to quorum requirements, at-the-market offering arrangements, notices related to Nasdaq listing rule compliance, and stockholder approval of equity plan amendments and related restricted stock unit grants.
Investors and analysts can also review 8-K filings that reference earnings press releases and financial results, which are incorporated as exhibits. Insider share purchases are reported separately to the SEC on Form 4, as noted in the company’s news releases, and are relevant for tracking management’s ownership changes.
On this page, AI-generated highlights explain the purpose of each filing, summarize the main points in plain language, and point out items such as equity plan changes, governance updates, and material agreements, helping users navigate Newton Golf’s regulatory disclosures more quickly.
Newton Golf Company, Inc. (NWTG) received a Nasdaq staff determination that it had not demonstrated compliance with the $2,500,000 minimum stockholders’ equity requirement for continued listing, because it had not completed the remedial actions described in its submitted materials. Unless the company requests an appeal by October 13, 2026, Nasdaq will suspend trading in its common stock at the opening of business on October 15, 2026, and file a Form 25-NSE to remove its securities from listing and registration.
NWTG said it intends to timely request a hearing before a Nasdaq Hearings Panel. A hearing request would stay the suspension and Form 25-NSE filing pending the Panel’s decision. The company said there is no assurance the Panel will grant continued listing or that NWTG will regain compliance.
Newton Golf Company, Inc. reported an equity offering under Rule 506(b), with a first sale dated September 23, 2026. The notice lists the total amount sold as $0 USD. It describes the consideration for the shares as an exclusive option to acquire a 100% ownership interest in the Pole Canyon Project, comprising 16 unpatented lode mining claims totaling approximately 330 acres in White Pine County, Nevada. Finders’ fees are listed as $0 USD.
Newton Golf Company, Inc. (NWTG) received the assignment of an exclusive option to acquire a 100% ownership interest in the Pole Canyon Project, consisting of 16 unpatented lode mining claims totaling approximately 330 acres in White Pine County, Nevada. In exchange for the assignment, NWTG issued shares to Spartan Crest Capital Corp.’s designees equal to 19.9% of NWTG’s common shares issued and outstanding immediately before closing.
NWTG assumed the remaining option obligations: $200,000 in aggregate cash option payments, of which $165,000 remains unpaid, payable in installments over 24 months from the August 1, 2026 option agreement, plus $200,000 in share consideration deliverable in two tranches. A 2.0% net smelter return royalty applies upon vesting. Cannon Bridge Mining Services will convey the 100% interest after NWTG pays the cash obligations and share consideration, subject to that royalty. Spartan Crest may designate two independent directors subject to NWTG board approval and one executive officer whose responsibilities are to be mutually agreed. NWTG also agreed to file a resale registration statement within 45 days after closing for shares issued to Spartan Crest’s designees.
Newton Golf Company, Inc. issued 232,202 shares of common stock to three holders on September 21 and September 22, 2026, in exchange for warrants previously exercisable for 749,999 shares. The shares issued to each holder were calculated by multiplying $0.35 by the number of shares underlying the applicable warrant, then dividing by the lower of the Nasdaq official closing price immediately before the agreement or the average Nasdaq official closing price for the preceding five trading days.
For 12 months following each applicable agreement, before a future offering, the holders have an option to purchase their pro rata share of 10% of the securities proposed to be sold, alongside other participating parties and subject to customary cut-back rights. The option excludes at-the-market offerings and defined exempt issuances. The share issuance was exempt from registration under Section 3(a)(9) of the Securities Act.
Newton Golf Company, Inc. (NWTG) entered into an additional tranche of its previously announced private placement, bringing in new equity capital from an additional investor on September 15, 2026. This “September Investor” joined the existing Securities Purchase Agreement dated August 14, 2026.
Under this Second Tranche, the investor purchased 215,079 shares of common stock at $1.26 per share, for aggregate gross proceeds of $271,000, following the First Tranche that closed for $1,000,000. The private placement is structured in multiple tranches for aggregate purchase prices of up to $5,000,000.
The September Investor also became party to a Registration Rights Agreement, under which the company agrees to file resale registration statements for the investor shares within 45 days after each tranche closing and to use commercially reasonable efforts to have them declared effective within specified timelines. The offering relies on Section 4(a)(2) and Rule 506 of Regulation D exemptions, with sales only to accredited investors or qualified institutional buyers and no general solicitation.
Newton Golf Company, Inc. (NWTG), a Delaware manufacturing corporation in business for over five years, has launched a private equity offering relying on Regulation D Rule 506(b). This is a new notice, with the first sale reported on August 14, 2026. The company reports $1,000,000 of securities sold and $4,000,000 remaining to be sold in this exempt offering, with no finders' fees paid. The issuer declined to disclose its revenue range and reports that it is not a registered investment company.
Newton Golf Company, Inc. (NWTG) entered into a Securities Purchase Agreement for a private placement of common stock in multiple tranches for up to an aggregate purchase price of $5,000,000. Shares will be sold at a per share price tied to recent Nasdaq closing prices, with a floor of $1.24 per share.
The initial tranche closed on August 14, 2026, providing $1,000,000 of gross proceeds to the company. Newton Golf also entered into a Registration Rights Agreement committing to file a resale registration statement within 45 days after each tranche closing and to use commercially reasonable efforts to have it declared effective within specified timeframes.
The private placement relies on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, with Investor Shares sold to accredited investors or qualified institutional buyers without general solicitation.
Newton Golf Company, Inc. reported significantly weaker results for the three and six months ended June 30, 2026 while disclosing substantial doubt about its ability to continue as a going concern. Net sales fell as manufacturing transitions and temporary carbon fiber shortages reduced shaft production and led the company to scale back marketing, while operating expenses remained high.
For the quarter, net sales were $1.3 million with a net loss of $2.3 million; for the first half, net sales were $2.3 million with a net loss of $4.9 million and operating cash outflows of $2.8 million. At June 30, 2026, cash was $442,000, total liabilities were $6.0 million, and stockholders’ equity was a deficit of $3.5 million, including $1.4 million of warrant liabilities and $2.0 million of convertible debt.
To address liquidity, the company issued $2.25 million of 10% convertible notes with associated warrants, arranged a $10.0 million at-the-market equity program, and after quarter-end secured a $5.0 million senior secured revolver, exchanged about $2.3 million of convertible notes into Series A Convertible Preferred Stock, and completed a $1.0 million private placement. Management is also rolling out updated “2.0” shaft products and gradually resuming marketing as production and materials availability improve.
Dennis and Cheryl Bhaskaran, as reporting persons, each report beneficial ownership of 9.9% of Newton Golf Company, Inc. common stock, based on 4,592,063 shares outstanding as of May 11, 2026.
Dennis holds 200,000 shares directly with sole voting and dispositive power and shares voting and dispositive power over additional shares held jointly and through a trust, including stock issuable from warrants and Series A Preferred Stock. The warrants and preferred shares are subject to a 9.99% beneficial ownership blocker that prevents exercise or conversion if total holdings would exceed that threshold.
Newton Golf Company, Inc. director Brett Widney Hoge reported indirect acquisitions of Series A Convertible Preferred Stock on July 8, 2026 through an LLC and a revocable trust. The preferred shares are perpetual, carry a 10.00% annual dividend on the original issue price, and are convertible into common stock at $0.0100 per share, reflecting an exchange of outstanding convertible promissory notes and accrued interest.