牛顿高尔夫有限公司美股招股说明书(2025-10-24版)

Up to $10,000,000 Common Stock We have entered into an At The Market Offering Agreement, or the Sales Agreement, with Kingswood Capital Partners, LLC, orKingswood, dated October 24, 2025, relating to shares of our common stock, par value $0.01 per share, offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares ofour common stock having an aggregate offering price of up to $10,000,000 from time to time through Kingswood, acting as our salesagent or principal. Shares of our common stock are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “NWTG”. On October 23, 2025,the last reported sale price of our common stock on Nasdaq was $1.72 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or theSecurities Act, including sales made directly on or through Nasdaq or any other existing trading market in the United States for ourshares, sales made to or through a market maker other than on an exchange or otherwise, directly to Kingswood as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in anyother method permitted by law. If we and Kingswood agree on any method of distribution other than sales of our shares on or throughNasdaq or another existing trading market in the United States at market prices, we will file a subsequent prospectus supplementproviding all information about such offering as required by Rule 424(b) under the Securities Act. Kingswood is not required to sellany specific amount, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Kingswood will be entitled to compensation at a commission rate equal to 2.5% of the gross proceeds of any shares of common stocksold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Kingswood will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Kingswood will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Kingswood with respect to certainliabilities, including liabilities under the Securities Act. See “Plan of Distribution” regarding the compensation to be paid toKingswood. We are an “emerging growth company” and a “smaller reporting company” as defined in the U.S. federal securities laws and,therefore, we will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See“Prospectus Supplement Summary – Implications of Being an Emerging Growth Company” and “Prospectus Supplement Summary –Implications of Being a Smaller Reporting Company”. You should rely only on the information contained herein or incorporated by reference in this prospectus supplement, theaccompanying prospectus and any applicable prospectus supplement. We have not authorized any other person to provide you withdifferent information. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and in the documentsincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. Kingswood Capital Partners, LLC The date of this prospectus supplement is October 24, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3RISK FACTORSS-5USE OF PROCEEDSS-6DIVIDEND POLICYS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-11INFORMATION INCORPORATED BY REFERENCES-11 ABOUT THIS PROSPECTUS1NOTE ABOUT FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS5THE SECURITIES WE MAY OFFER5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS17DESCRIPTION OF UNITS18LEGAL OWNERSHIP OF SECURITIES18PLAN OF DISTRIBUTION21LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22INFORMATION INCORPORATED BY REFERENCE22 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 (No. 333-281664)that we filed with the Securities and Exc