Newton Golf Receives Nasdaq Notification Regarding Continued Listing Requirements

Key Terms

stockholders’ equity financial

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

convertible note financial

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

at-the-market offering program financial

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

Form 8-K regulatory

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Nasdaq Capital Market regulatory

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

CAMARILLO, Calif.--(BUSINESS WIRE)-- Newton Golf Company, Inc. (NASDAQ: NWTG), (the “Company”) a technology-forward golf equipment company focused on physics-driven engineering, has received a notification from the listing qualifications department of The Nasdaq Stock Market (“Nasdaq”). The notification was anticipated following the Company’s previously reported year-end financial results and has no immediate effect on the continued listing of the Company’s common stock on Nasdaq.

Nasdaq notified the Company that it is not in compliance with the continued listing requirements to maintain a minimum of $2.5 million in stockholders’ equity (“Stockholders’ Equity Requirement”). The Company has until May 21, 2026, to submit a plan to regain compliance. However, the Company anticipates it will file the plan ahead of the May deadline.

If the Company’s compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up to 180 calendar days from the date of the Nasdaq notice, or until October 3, 2026, to establish compliance. As part of its efforts to strengthen the balance sheet, the Company has entered into a $2.0 million convertible note financing agreement subsequent to the 2025 year-end. Approximately $1.4 million of the financing has been executed to date. The convertible note financing was completed at pricing above the Company’s recent market levels and is expected to provide appropriate operating runway as the Company works to regain compliance. As a result, the Company believes it is positioned to access additional capital, if required, on more favorable terms, including through its previously announced at-the-market offering program. The Company expects to submit its compliance plan in advance of the applicable deadline and believes multiple balance sheet initiatives currently underway support its path toward regaining compliance within the Nasdaq review period.

“We appreciate the additional time Nasdaq has allowed us to regain compliance,” said Akinobu Yorihiro, Interim Chief Executive Officer and Chief Technology Officer of Newton Golf. “The reduced stockholder’s equity is primarily attributable to increased investments in marketing, personnel, and public company infrastructure supporting the Company’s rapid revenue growth and business development initiatives, together with temporary gross margin impacts related to incremental full-time staffing, temporary labor, and overtime required to meet increased product demand. We believe these investments reflect the accelerating adoption of our physics-driven shaft technology and the continued strengthening of the Newton Golf brand.

“As an integral part of this scaling, we have been building on a foundation of proprietary engineering validated through professional adoption and elite club-fitting channels. In fact, in 2025, Newton Golf was ranked as the No. 1 selling shaft brand for both drivers and fairway woods at Club Champion, one of the world's largest and most respected professional club-fitting retailers. As a result, the Newton Golf brand is increasingly establishing itself as a trusted performance brand among both consumers and industry partners. We have also recently announced record 2025 net sales growth of 136%, added a valuable new member to our board of directors, completed an exclusive distribution agreement with VOICE CADDIE in South Korea, one of the world’s largest premium golf equipment markets, as well as begun structured product testing and evaluation programs with leading global golf equipment manufacturers. The Company also introduced additional shaft configurations at the 2026 PGA Show extending the Newton Motion™ platform across fairway wood and hybrid categories, supporting a broader system-based fitting approach.”

Management believes recent product platform expansion, international distribution growth, and ongoing OEM evaluation programs, together with continued revenue growth and strengthening brand equity, support the Company’s path toward restoring stockholders’ equity and regaining compliance within the Nasdaq review period while positioning Newton Golf to expand beyond a high-growth niche innovator toward a broader premium platform within the global golf equipment market.

For additional information regarding the Nasdaq notification and related terms, please see the Form 8-K the Company filed with the Securities and Exchange Commission (“SEC”) on April 9, 2026 which is available at sec.gov.

About Newton Golf

At Newton Golf, we apply the principles of physics to the design and performance of premium golf equipment. Formerly known as Sacks Parente, our rebranding reflects our commitment to innovation inspired by Sir Isaac Newton, the father of physics. By applying Newtonian principles to every aspect of our design process, we create precision-engineered golf equipment including Newton Motion shafts and Gravity putters that deliver unmatched stability, control, and performance. Our mission is to empower golfers with scientifically advanced tools that maximize consistency and accuracy, ensuring every swing is backed by the laws of physics. For more information, visit newtongolf.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements.

In some cases, forward-looking statements can be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology or similar expressions. These forward-looking statements include, but are not limited to, statements regarding our ability to timely submit an acceptable plan to regain compliance with the Stockholders’ Equity Requirement within 45 calendar days and the Company’s ability to regain compliance with the Stockholders’ Equity Requirement by the deadline imposed by Nasdaq, the Company’s growth strategy, product innovation and development, expansion of distribution channels, brand adoption among professional fitters and golfers, anticipated market opportunities, and future business prospects.

These forward-looking statements reflect the Company’s current expectations and projections based on information available as of the date of this release and are subject to a number of risks and uncertainties, including, but not limited to, general economic and business conditions; changes in consumer demand and industry trends; the Company’s ability to successfully implement its strategic initiatives; competition in the golf equipment market; the Company’s ability to execute its strategic initiatives; supply chain disruptions;; regulatory compliance and legal proceedings and other risks detailed from time to time in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

The Company cautions investors that forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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Company Contact:
Jeff Clayborne
CFO and COO
Tel (855) 563-9866
Email Contact

Investor Relations Contact:
Ron Both or Grant Stude
Encore Investor Relations
Tel (949) 432-7557
Email Contact

Source: Newton Golf Company, Inc.