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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 28, 2025
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41701 |
|
82-4938288 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
551
Calle San Pablo
Camarillo,
CA 93012
(Address
of principal executive offices, including ZIP code)
855-774-7888
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 per share |
|
NWTG |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 28, 2025, Dottie Pepper notified the Board of Directors (the “Board”) of Newton Golf Company, Inc. (the “Company”)
of her resignation from the Board, effective immediately. Her resignation was not the result of any disagreement with the Company on
any matter relating to the Company’s operations, policies, or practices.
On
September 30, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of Ms. Pepper’s resignation,
the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board be comprised
of “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2) (each, an “Independent Director”),
and Nasdaq Listing Rule 5605(c)(2), which requires that the audit committee consist of at least three members, each of whom must (i)
be an Independent Director, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of
1934, as amended, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary
of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements.
On
October 2, 2025, the Company also received a notice from Nasdaq, notifying the Company that, as a result of Ms. Pepper’s resignation,
the Company is not in compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2).
Nasdaq
Listing Rules 5605(b)(1)(A) and 5605(c)(4) provide a cure period for these deficiencies until the earlier of (i) the Company’s
next annual stockholders’ meeting or (ii) September 29, 2026; however, if the Company’s next annual stockholders’
meeting is held before March 27, 2026, then the cure period will continue through March 27, 2026. The Company intends to appoint
an additional independent director to its Board and the audit committee of the Board prior to the end of the cure period.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
information contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 be materially different from any future
results, performance, or achievements expressed or implied by the forward-looking statements.
In
some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology.
These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to appoint a new director
to its Board and the audit committee of the Board prior to the end of the cure period and the Company’s ability to regain and maintain
compliance with Nasdaq rules.
These
forward-looking statements reflect the Company’s current expectations and projections based on information available as of the
date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, general
economic, financial, 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; supply chain disruptions; regulatory compliance and legal
proceedings; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
October 2, 2025 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Greg Campbell |
| |
|
Greg
Campbell |
| |
|
Chief
Executive Officer |
