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  4. [D] Newton Golf Company, Inc. SEC Filing

Newton Golf sells $1M in private stock, $4M left

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).

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The equity offering may expand share count, but this filing does not quantify dilution; June 30 cash equaled 23.4 days of reported operating cash use.

The filing identifies the offering as equity, but does not disclose a share count or the ownership impact of the $1 million sold and $4 million remaining. The offering therefore creates potential equity capacity, rather than establishing a quantified change for existing common holders.

Issuing additional shares would increase the total share count and reduce an existing holder's percentage ownership, absent offsetting changes; this filing does not establish that the remaining amount has been issued.

As of June 30, 2026, the company reported $442,000 of cash and equivalents and $1.72 million of quarterly operating cash outflow, which equals 23.4 days of operating cash use at that reported rate.

Thus, the filing documents a partly completed equity offering alongside limited reported liquidity, but leaves the share count, issuance terms, and resulting ownership effect unresolved.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $442,000 / ($1,720,000 / 91) = 23.4 days
Total Amount Sold $1,000,000 Securities sold to date in the exempt offering
Total Remaining to be Sold $4,000,000 Securities remaining available to be sold in the same offering
Finders' Fees $0 Finders' fees reported for the offering
Date of First Sale 2026-08-14 First sale date for securities in this exempt offering
Exemption Claimed Rule 506(b) Federal exemption under Regulation D for this offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940?"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
finders' fees financial
"Provide separately the amounts of sales commissions and finders fees expenses"
A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

FAQ

What type of securities is Newton Golf Company, Inc. (NWTG) offering under this Form D?
Newton Golf Company, Inc. is offering equity securities under an exempt private offering. The notice identifies the security type as equity, not debt or pooled investment fund interests, and the company is relying on Regulation D Rule 506(b) for the exemption.

How large is the current exempt offering reported by NWTG and how much has been sold?
Newton Golf Company, Inc. reports that it has sold $1,000,000 of securities so far, with an additional $4,000,000 remaining to be sold in this offering. These figures come from the Offering and Sales Amounts section of the notice.

When did Newton Golf Company, Inc. (NWTG) first sell securities in this exempt offering?
The first sale in this exempt offering by Newton Golf Company, Inc. occurred on August 14, 2026. The filing classifies this as a new notice rather than an amendment and provides that specific first sale date.

What exemption is Newton Golf Company, Inc. (NWTG) using for this private offering?
Newton Golf Company, Inc. is using Rule 506(b) of Regulation D under the Securities Act as its federal exemption. The company does not claim Rule 506(c), Rule 504, or Section 4(a)(5) in this notice.

Did Newton Golf Company, Inc. (NWTG) pay any finders' fees in connection with this offering?
Newton Golf Company, Inc. reports $0 in finders' fees for this offering. The Sales Commissions & Finder's Fees section lists finders' fees as $0, and no separate sales commissions amount is disclosed.

What does the Form D say about Newton Golf Company, Inc.’s size and industry?
Newton Golf Company, Inc. identifies its industry group as Manufacturing. For issuer size, it selected “Decline to Disclose” in the revenue or net asset value range section, so no specific size range is provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001934245
Sacks Parente Golf, Inc.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Newton Golf Company, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Newton Golf Company, Inc.
Street Address 1 Street Address 2
551 CALLE SAN PABLO
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CAMARILLO CALIFORNIA 93012 833-776-6659

3. Related Persons

Last Name First Name Middle Name
Hemphill Gregg
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Clayborne Jeff
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Yorihiro Akinobu
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Bode John
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Casanta Jane
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hoge Brett W.
Street Address 1 Street Address 2
551 Calle San Pablo
City State/Province/Country ZIP/PostalCode
Camarillo CALIFORNIA 93012
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
X Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-08-14 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $5,000,000 USD
or Indefinite
Total Amount Sold $1,000,000 USD
Total Remaining to be Sold $4,000,000 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Newton Golf Company, Inc. Jeff Clayborne Jeff Clayborne Chief Financial Officer 2026-08-31

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR