{"url_path":"/sec/nwtg/8-k/2026-07-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-031678-index.html","accession_number":"0001493152-26-031678","cik":"0001934245","ticker":"NWTG","issuer_name":"Newton Golf Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1934245/0001493152-26-031678-index.html","primary_entity_key":"0001934245","primary_entity_name":"Newton Golf Company, Inc."},"word_count":206,"has_tables":true,"body_markdown":"**Item\n3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon\nthe representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made\nin a private placement transaction exempt from registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities\nAct of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.\n\n \n\nThe\noffer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered\nunder the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration\nor an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto,\nis an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report\non Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other\nsecurities of the Company."}