{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-044066","form_type":"8-K","ticker":"NWTG","cik":"0001934245","company_name":"Newton Golf Company, Inc.","filed_at":"2026-09-24T11:45:29+00:00","discovered_at":"2026-09-24T11:55:10.414000+00:00","generated_at":"2026-10-12T13:16:31.908645+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Newton Golf cancels Series A warrants for 232,202 new shares in Section 3(a)(9) exchange","bullets":["Newton Golf issued an aggregate 232,202 common shares to three holders to retire Series A warrants previously exercisable for 749,999 shares; agreements signed Sept. 21-22, 2026.","Consideration formula: (0.35 x adjusted warrant share count) divided by the Nasdaq Minimum Price, the lower of the prior close or the 5-trading-day average close under Nasdaq Rule 5635(d).","Warrants were issued Dec. 13, 2024 at $2.40/share; after a 1-for-30 reverse split and Share Combination Event Adjustment the exercise price is now $8.40/share.","Company must file a resale registration statement within 30 days and granted holders a 12-month pro rata right to buy 10% of any future offering, excluding Exempt Issuances and at-the-market sales.","Shares issued under the Section 3(a)(9) registration exemption; holders acknowledged reliance only on the company's Section 3 representations and that deal value is uncertain."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-044066","json":"https://secwatch.observer/filing/0001493152-26-044066.json","markdown":"https://secwatch.observer/filing/0001493152-26-044066.md","text":"https://secwatch.observer/filing/0001493152-26-044066.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1934245/000149315226044066/0001493152-26-044066-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1934245/000149315226044066/form8-k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T13:16:31.908645+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}