STOCK TITAN

Nasdaq warns Newton Golf (NWTG) on $2.5M equity requirement and delisting risk

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Newton Golf Company, Inc. reported that Nasdaq has notified it of non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain on The Nasdaq Capital Market. The company has 45 days, until May 21, 2026, to submit a compliance plan.

If Nasdaq accepts the plan, Newton Golf could have up to 180 days from April 6, 2026, until October 3, 2026, to regain compliance. Trading of its common stock under the symbol NWTG continues for now, but the shares could be delisted if the plan is not accepted or compliance is not restored.

Positive

  • None.

Negative

  • Nasdaq listing deficiency: Newton Golf is below the $2,500,000 stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), creating a defined timeline and credible risk that its common stock could be delisted from The Nasdaq Capital Market if compliance is not restored.

Insights

Nasdaq equity shortfall creates tangible delisting risk if compliance efforts fall short.

Newton Golf has fallen below Nasdaq’s $2,500,000 stockholders’ equity threshold under Listing Rule 5550(b)(1). This places the company in an official deficiency status, a clear warning that its balance sheet no longer meets minimum capital market standards.

Nasdaq has given 45 days, until May 21, 2026, for a compliance plan and may extend the window to October 3, 2026. During this period, the stock continues trading as NWTG, but failure to both submit an acceptable plan and restore equity levels could lead to delisting from The Nasdaq Capital Market.

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.
Minimum stockholders’ equity $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1) for continued listing
Plan submission deadline May 21, 2026 45 calendar days from April 6, 2026 to submit compliance plan
Maximum compliance period October 3, 2026 Up to 180 calendar days from April 6, 2026 if plan accepted
Notice date April 6, 2026 Date Nasdaq issued deficiency letter to Newton Golf
Nasdaq Listing Rule 5550(b)(1) regulatory
"notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1)"
Stockholders’ Equity Requirement financial
"to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing"
A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.
Nasdaq Capital Market market
"for continued listing on The Nasdaq Capital Market"
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.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): April 6, 2026

 

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 April 6, 2026, Newton Golf Company, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”).

 

In accordance with Nasdaq Listing Rules, the Company has been provided an initial period of 45 calendar days, or until May 21, 2026, to submit a plan to regain compliance with the Stockholders’ Equity Requirement. Subsequent to the receipt of the Notice, and prior to that deadline, the Company intends to submit a plan to regain compliance with the Stockholders’ Equity Requirement to Nasdaq. 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 Notice, or until October 3, 2026, to evidence compliance.

 

Neither the Notice nor the Company’s non-compliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade under the symbol “NWTG.” However, these can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of the Notice, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting.

 

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 submit a 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.

 

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: April 9, 2026 NEWTON GOLF COMPANY, INC.
     
  By: /s/ Akinobu Yorihiro
    Akinobu Yorihiro
    Interim Chief Executive Officer and Chief Technology Officer

 

 

 

 

FAQ

What Nasdaq rule did Newton Golf Company (NWTG) fail to meet?

Newton Golf fell out of compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain listed on The Nasdaq Capital Market. Nasdaq has formally notified the company of this deficiency.

Does the Nasdaq deficiency notice immediately affect trading in NWTG stock?

The Nasdaq notice does not immediately affect trading in Newton Golf’s common stock. Shares continue to trade on The Nasdaq Capital Market under the symbol NWTG, although they could later face delisting if compliance is not regained.

How long does Newton Golf (NWTG) have to respond to the Nasdaq deficiency?

Newton Golf has 45 calendar days, until May 21, 2026, to submit a plan to Nasdaq describing how it will regain compliance with the stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.

What additional time could Newton Golf receive to regain Nasdaq compliance?

If Nasdaq accepts Newton Golf’s compliance plan, it may grant up to 180 calendar days from the April 6, 2026 notice, or until October 3, 2026, for the company to demonstrate that it again meets the stockholders’ equity requirement.

What happens if Newton Golf cannot regain compliance with Nasdaq’s equity rule?

If Newton Golf’s plan is not accepted, or it fails to regain compliance within any allowed period, Nasdaq may notify the company that its common stock will be subject to delisting from The Nasdaq Capital Market, ending that listing.

What forward-looking statements did Newton Golf make about regaining compliance?

Newton Golf stated it intends to submit a plan to regain compliance and discussed its ability to meet Nasdaq’s equity requirement. These forward-looking statements are subject to business, market, and operational risks detailed in its Form 10-K and Form 10-Q filings.

Filing Exhibits & Attachments

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