Newton Golf Company (NWTG) director gains 10% dividend preferred shares via note exchange
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Director exchanged debt for preferred stock with a 10% dividend and conversion rights.
Director Brett Widney Hoge, through an LLC and a revocable trust, received Series A Convertible Preferred Stock in exchange for outstanding convertible promissory notes plus accrued interest. This is recorded as a grant or award acquisition, not an open-market purchase or sale.
The preferred stock is perpetual and pays a 10.00% annual dividend on its original issue price, at the issuer’s discretion in cash, in kind by increasing stated value, or by accruing unpaid cash dividends. Each preferred share is convertible into common stock at $0.0100 per share, giving significant equity exposure tied to Newton Golf’s future performance.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Hoge Brett Widney
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Convertible Preferred Stock | 3,246.66 | $95.24 | $309K |
| Grant/Award | Series A Convertible Preferred Stock | 2,164.44 | $95.24 | $206K |
Holdings After Transaction:
Series A Convertible Preferred Stock — 3,246.66 shares (Indirect, By Brett Widney Hoge Revocable Trust dated July 7, 2014)
Footnotes (1)
- The preferred stock is perpetual and therefore has no expiration date. Holders are entitled to an annual dividend at a rate of 10.00% per annum of the original issue price, payable (i) in cash, (ii) in kind by increasing the stated value, or (iii) by accruing unpaid cash dividends, at the issuer's sole discretion. Reflects the outstanding principal amount (including accrued interest to the date of exchange) of the issuer's convertible promissory notes exchanged by the reporting person for each share of Series A Convertible Preferred Stock.
Key Figures
Preferred shares to LLC: 2164.4400 shares
Preferred shares to revocable trust: 3246.6600 shares
Original issue price: $95.2400 per share
+4 more
7 metrics
Preferred shares to LLC
2164.4400 shares
Series A Convertible Preferred Stock acquired indirectly by LLC on July 8, 2026
Preferred shares to revocable trust
3246.6600 shares
Series A Convertible Preferred Stock acquired indirectly by revocable trust on July 8, 2026
Original issue price
$95.2400 per share
Transaction price per Series A Convertible Preferred Stock share
Dividend rate
10.00% per annum
Annual dividend on original issue price for Series A Convertible Preferred Stock
Conversion price
$0.0100 per share
Conversion or exercise price into Newton Golf common stock
Underlying common shares (LLC)
216444.0000 shares
Common stock underlying the LLC’s Series A Convertible Preferred holdings
Underlying common shares (trust)
324666.0000 shares
Common stock underlying the revocable trust’s Series A Convertible Preferred holdings
Key Terms
Series A Convertible Preferred Stock, perpetual, convertible promissory notes, stated value, +1 more
5 terms
Series A Convertible Preferred Stock financial
"The preferred stock is perpetual and therefore has no expiration date."
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
perpetual financial
"The preferred stock is perpetual and therefore has no expiration date."
Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.
convertible promissory notes financial
"Reflects the outstanding principal amount of the issuer's convertible promissory notes exchanged"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
stated value financial
"payable in kind by increasing the stated value, or by accruing unpaid cash dividends"
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
in kind financial
"payable (i) in cash, (ii) in kind by increasing the stated value"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Brett Widney Hoge report in this Form 4 for NWTG?
Director Brett Widney Hoge reported indirect acquisition of Series A Convertible Preferred Stock on July 8, 2026, through an LLC and a revocable trust, via exchange of outstanding convertible promissory notes and accrued interest.
What are the dividend terms of Newton Golf’s Series A Convertible Preferred Stock (NWTG)?
Holders of the Series A Convertible Preferred Stock are entitled to an annual dividend of 10.00% of the original issue price, payable in cash, in kind by increasing stated value, or by accruing unpaid dividends at the issuer’s discretion.
What is the conversion price for NWTG’s Series A Convertible Preferred Stock into common stock?
Each Series A Convertible Preferred share is convertible into Newton Golf common stock at a conversion or exercise price of $0.0100 per share, providing potential equity participation for the reporting person’s affiliated entities.
Is the NWTG Series A Convertible Preferred Stock reported by Hoge perpetual?
Yes. A footnote states the preferred stock is perpetual and therefore has no expiration date, meaning it does not mature and remains outstanding unless converted or otherwise redeemed under applicable terms.