Board change leaves Newton Golf (NWTG) out of Nasdaq independence compliance

Rhea-AI Filing Summary

Newton Golf Company, Inc. reported that director Dottie Pepper resigned from its Board on September 28, 2025, and the company stated her resignation was not due to any disagreement over operations, policies, or practices. As a result, Newton Golf notified Nasdaq on September 30, 2025 that it no longer complies with Nasdaq Listing Rules requiring a majority of independent directors on the Board and at least three independent members on the audit committee. On October 2, 2025, Nasdaq formally notified the company of this non-compliance. Nasdaq rules provide a cure period lasting until the earlier of the next annual stockholders’ meeting or September 29, 2026, with an extension to March 27, 2026 if the meeting occurs before that date. The company states that it intends to appoint an additional independent director to the Board and its audit committee within this cure period to regain compliance.

Insights

Corporate governance and listing standards analyst

Director resignation triggers Nasdaq non-compliance, with time to cure.

Newton Golf Company, Inc. disclosed that a director’s resignation left its Board and audit committee short of Nasdaq’s independence requirements. The company now falls below the required majority of independent directors on the Board and below three independent audit committee members.

Nasdaq rules provide a defined cure period that runs until the earlier of the next annual stockholders’ meeting or September 29, 2026, with a possible extension through March 27, 2026 if the meeting is held earlier. During this time, Newton Golf can address the shortfall without immediate delisting based on these specific deficiencies.

The company states it intends to appoint an additional independent director to the Board and its audit committee before the cure period ends. Actual outcomes will depend on the timing and qualifications of that appointment and on the company maintaining compliance with all other Nasdaq requirements disclosed in future filings.

8-K Event Classification

2 items: 3.01, 5.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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

FAQ

Why did Newton Golf Company (NWTG) file this 8-K about Nasdaq listing compliance?

The company filed this report because director Dottie Pepper resigned from the Board on September 28, 2025, which caused Newton Golf Company, Inc. to fall out of compliance with Nasdaq rules requiring a majority of independent directors and at least three independent audit committee members.

Was Dottie Peppers resignation from Newton Golf Companys Board due to a disagreement?

The company states that Dottie Peppers resignation from the Board was not the result of any disagreement with Newton Golf Company, Inc. regarding its operations, policies, or practices.

What Nasdaq listing rules is Newton Golf Company (NWTG) currently not meeting?

Newton Golf Company, Inc. reported that, following the resignation, it is not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of independent directors on the Board, and Nasdaq Listing Rule 5605(c)(2), which requires an audit committee with at least three independent members meeting specified independence and financial literacy criteria.

How long does Newton Golf Company have to regain compliance with Nasdaq requirements?

Under Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Newton Golf Company, Inc. has a cure period lasting until the earlier of its next annual stockholders meeting or September 29, 2026; if that meeting occurs before March 27, 2026, the cure period continues through March 27, 2026.

What steps does Newton Golf Company plan to take to address its Board and audit committee deficiencies?

The company states that it intends to appoint an additional independent director to its Board and to the audit committee of the Board prior to the end of the Nasdaq cure period in order to regain compliance with the independence and audit committee composition requirements.

Did Nasdaq formally notify Newton Golf Company (NWTG) about the non-compliance?

Yes. On October 2, 2025, Newton Golf Company, Inc. received a notice from Nasdaq stating that, following Dottie Peppers resignation, the company is not in compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2).