Insider Converts Series B Warrants to 14,286 Common Shares

Rhea-AI Filing Summary

Reporting person Brett Widney exercised a Series B warrant via a cashless alternative exercise on 08/27/2025, resulting in issuance of common stock. The exercise converted 833 Series B warrants into 14,286 shares of the issuer's common stock for no additional cash consideration, reflecting adjustments for a 1-for-30 reverse split completed March 14, 2025. After the transaction the reporting person beneficially owned 148,404 shares of common stock. The filing lists the reporting person as a director and was signed on 08/29/2025.

Insights

Securities Analyst

TL;DR: Insider used a cashless warrant exercise to increase direct common stock holdings by 14,286 shares.

The transaction shows an insider exercise of Series B warrants through a cashless provision, yielding 14,286 common shares and raising the insider's direct stake to 148,404 shares. This is a standard Section 16 disclosure and does not state any sale or disposition of shares. The adjusted numbers reflect a prior 1-for-30 reverse split, which is properly noted in the explanation. For investors, the item signals an insider converting derivative exposure into direct equity rather than selling into the market.

Corporate Governance Expert

TL;DR: The director increased beneficial ownership via warrant exercise; disclosure is compliant and informative.

The Form 4 identifies the reporting person as a director and discloses a non‑cash exercise of warrants on 08/27/2025. The filing includes the post-transaction beneficial ownership figure and explains the impact of the 1-for-30 reverse split on reported amounts. The form appears complete, signed, and timely filed. There is no indication of sales, pledged shares, or other compensatory arrangements in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hoge Brett Widney

(Last) (First) (Middle)

551 CALLE SAN PABLO

(Street)

CAMARILLO, CA 93012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Newton Golf Company, Inc. [ NWTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		X		14,286(1)	A	$0	148,404	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Warrants	$72(2)	08/27/2025		X			833(2)	02/26/2025	08/26/2027	Common Stock	833(2)	$0	0	D

Explanation of Responses:

1. On August 27, 2025, the reporting person exercised a Series B Warrant to purchase 833 shares of the issuer's common stock under an alternative cashless exercise provision, pursuant to which the reporting person received 14,286 shares of the issuer's common stock for no additional consideration.

2. The number of shares of common stock and exercise price reflect adjustments for the 1-for-30 reverse stock split of the issuer that was effected on March 14, 2025.

	/s/ Brett Hoge	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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