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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.
Newton Golf Company entered Exchange Agreements with certain noteholders to swap approximately $2.3 million of existing convertible notes, including accrued interest, into 24,092.61 shares of a new Series A Convertible Preferred Stock at an Original Issue Price of $1.00 per share.
The Series A Preferred Stock carries a 10.00% annual dividend on the Original Issue Price, which the company may pay in cash, by increasing the stated value, or allow to accrue. It ranks senior to common stock in dividends and liquidation and is initially convertible into common shares at a $1.00 conversion price, with forced conversion possible if the common stock trades at or above $3.00 for 10 consecutive trading days and a resale registration is effective.
The class has significant investor protections, including voting on an as-converted basis, preemptive rights in subsequent offerings, and consent rights over senior securities or a voluntary bankruptcy while at least 25% of the originally issued preferred shares remain outstanding. A beneficial ownership cap generally limits any holder to 4.99% of outstanding common stock, adjustable up to 19.99% subject to notice and stockholder approval thresholds.
Newton Golf Company, Inc. entered into a Loan and Security Agreement with Brynnwood, LLLP for a senior secured revolving credit facility of up to $5,000,000. The facility bears interest at Daily Simple SOFR plus 13% and currently matures on July 1, 2028.
The company’s obligations are secured by a first priority lien on substantially all assets, and it paid a one-time commitment fee of 2% of the facility. The agreement includes customary covenants, reverse-takeover provisions, and events of default that allow the lender to accelerate the debt and exercise remedies against the collateral.
Newton Golf Company, Inc. completed an additional closing under its existing securities purchase agreement, issuing a new $200,000 unsecured convertible note and a warrant to purchase 20,000 shares of common stock. This brings issued notes to $2,050,000 and warrants to 205,000 shares, under a program allowing up to $3,000,000 of notes and 300,000 warrants.
The notes mature 18 months from issuance, carry 10% annual interest paid in kind, and are convertible at $1.60 per share, while the warrants are exercisable at $1.75 per share for five years. The company may force conversion if the stock closes at or above $3.00 for 10 consecutive trading days, and the notes may be repaid early without penalty. The financing was completed as a private placement relying on Section 4(a)(2) and Rule 506(b) exemptions.
Newton Golf Company, Inc. director Jane Casanta reported an equity grant that increases her direct stake in the company. She received 37,044 shares of common stock at no cost as a compensation award, bringing her direct holdings to 59,921 shares after the transaction.
The award represents restricted stock units that are scheduled to vest on June 24, 2027, provided she continues her service with the company through that date. This filing reflects a compensation-related acquisition rather than an open-market purchase.
Newton Golf Company, Inc. director Brett Widney Hoge reported an equity compensation grant on Common Stock. He acquired 62,975 restricted stock units for no cash consideration, increasing his direct holdings to 356,225 shares. These units vest on June 24, 2027, contingent on his continued service.
Newton Golf Company, Inc. director and Chief Technology Officer Yorihiro Akinobu reported an equity compensation award. He acquired 261,780 shares of Common Stock at a reported price of $0.00 per share, bringing his direct holdings after the award to 498,870 shares.
The award represents restricted stock units that vest in three substantially equal installments on June 24, 2027, June 24, 2028 and June 24, 2029, conditioned on his continued service through each vesting date. This filing reflects a compensation-related grant rather than an open-market purchase.
Newton Golf Company, Inc. Chief Financial Officer Jeff Clayborne reported an equity compensation award and updated holdings. He received a grant of 251,902 shares of Common Stock at $0.00 per share as a grant, award, or other acquisition, increasing his direct ownership to 438,450 shares. A footnote explains these are restricted stock units that vest in three substantially equal installments on June 24, 2027, June 24, 2028, and June 24, 2029, subject to his continued service. The filing also reflects 6,850 shares of Common Stock held indirectly through his spouse.
Newton Golf Company, Inc. entered into a new financing arrangement, increasing its convertible note and warrant program to up to $3,000,000 in unsecured Convertible Notes and Warrants to purchase up to 300,000 shares of common stock.
To date, the company has issued Convertible Notes totaling $1,550,000 and Warrants for 155,000 shares under the March financing. On June 3, 2026, it completed the first closing of the June financing, issuing a $500,000 Convertible Note and a Warrant for 50,000 shares, receiving cash proceeds of $500,000. The notes mature in 18 months, accrue interest at 10% per year paid in kind, and are convertible into common stock at $1.60 per share, while the Warrants have a five-year term and an exercise price of $1.75 per share.
The notes carry a 20% default interest rate and allow optional early repayment by the company and certain conversion features tied to share price and change-of-control events. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D, with piggy-back registration rights for the underlying conversion and warrant shares.