Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Newton Golf Company, Inc. (Name of Issuer) |
Common stock, $0.01 par value (Title of Class of Securities) |
78577G301 (CUSIP Number) |
Brett Widney Hoge 551 Calle San Pablo, Camarillo, CA, 93012 855-774-7888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 78577G301 |
| 1 |
Name of reporting person
Brett Widney Hoge | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
270,873.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares over which Mr. Hoge has sole voting and dispositive power consist of (i) 270,373 shares of common stock held directly and (ii) 500 shares of common stock issuable upon the exercise of stock options within 60 days. The ownership percentage is based upon 4,752,463 shares of the issuer's common stock outstanding as of November 18, 2025, as reported in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, $0.01 par value |
| (b) | Name of Issuer:
Newton Golf Company, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
551 Calle San Pablo, Camarillo,
CALIFORNIA
, 93012. |
| Item 2. | Identity and Background |
| (a) | Brett Widney Hoge |
| (b) | 551 Calle San Pablo, Camarillo, CA 93012 |
| (c) |
Mr. Hoge is Senior Management Director, Financial Advisor at The Hoge-Barrett Group of Truist Investment Services, Inc., which is located at 110 S. Stratford Rd., Suite 502, Winston-Salem, NC 27104. |
| (d) | During the last five years, Mr. Hoge has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Mr. Hoge has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. |
| (f) | X1 |
| Item 3. | Source and Amount of Funds or Other Consideration |
Mr. Hoge's stock options exercisable for 500 shares of common stock of the issuer within 60 days were issued as compensation for Mr. Hoge's service as a director of the issuer. Mr. Hoge acquired the 270,373 shares of common stock of the issuer using his personal funds. | |
| Item 4. | Purpose of Transaction |
Mr. Hoge currently serves as a director of the issuer. As a director of the issuer, Mr. Hoge may have influence over the corporate activities of the issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. However, Mr. Hoge does not have any present plans, and has not made any proposals, that relate to or that would result in any of such actions. Mr. Hoge holds the common stock of the issuer for investment purposes. Depending on the factors discussed herein, Mr. Hoge may, from time to time, acquire additional shares of common stock and/or retain and/or sell all or a portion of the shares of common stock he holds in the open market or in privately negotiated transactions. Any actions Mr. Hoge might undertake will be dependent upon his review of numerous factors, including, among other things, the price of the issuer's common stock, general market and economic conditions, ongoing evaluation of the issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, Mr. Hoge's need for liquidity, and other future developments. Any future acquisitions or dispositions of the issuer's common stock will be subject to the issuer's policies, including its insider trading policy, as applicable. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Hoge beneficially owns 270,873 shares, or 5.7%, of the issuer's common stock, including 500 shares of common stock issuable upon the exercise of stock options within 60 days. The ownership percentage is based upon 4,752,463 shares of the issuer's common stock outstanding as of November 18, 2025, as reported in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025. |
| (b) | Mr. Hoge has sole voting and dispositive power with respect to all shares beneficially owned. |
| (c) | On November 18, 2025, Mr. Hoge acquired 83,000 shares of the issuer's common stock in the open market at a weighted-average price of $1.0738 per share. On November 19, 2025, Mr. Hoge acquired 15,000 shares of the issuer's common stock in the open market at a weighted-average price of $1.1647 per share. On November 20, 2025, Mr. Hoge acquired 4,000 shares of the issuer's common stock in the open market at a weighted-average price of $1.1959 per share. On November 21, 2025, Mr. Hoge acquired 20,000 shares of the issuer's common stock in the open market at a weighted-average price of $1.2070 per share. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Hoge's stock options exercisable for 500 shares of common stock of the issuer within 60 days were issued as compensation for Mr. Hoge's service as a director of the issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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