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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): October 6, 2026
NEWTON
GOLF COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41701 |
|
82-4938288 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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.
As
previously disclosed, on April 6, 2026, Newton Golf Company, Inc. (the “Company”) received a deficiency letter from the Listing
Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
it was 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”). The Company subsequently
submitted materials to the Staff on May 21, 2026 and August 20, 2026 describing its plan to regain compliance with the Stockholders’
Equity Requirement (the “Materials”).
On
October 6, 2026, the Company received a letter from the Staff (the “Staff Determination”) notifying the Company that, because
the Company has not completed the remedial actions described in the Materials, the Staff has determined that the Company has not demonstrated
compliance with the Stockholders’ Equity Requirement. As a result, unless the Company requests an appeal of the Staff Determination
by October 13, 2026, trading of the Company’s common stock will be suspended at the opening of business on October 15, 2026, and
a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing
and registration on Nasdaq.
The
Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination.
A hearing request will stay the suspension of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s
decision. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will
be able to regain compliance with the Stockholders’ Equity Requirement or maintain compliance with any other Nasdaq listing requirement.
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 intention to request a hearing
before the Panel, the outcome of any such hearing, and the Company’s ability to regain compliance with the Stockholders’
Equity Requirement and maintain the listing of its common stock on 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, the risk
that the Panel does not grant the Company’s request for continued listing; the Company’s inability to complete the remedial
actions necessary to demonstrate compliance with the Stockholders’ Equity Requirement; 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 13, 2026 |
NEWTON
GOLF COMPANY, INC. |
| |
|
|
| |
By: |
/s/
Jeff Clayborne |
| |
|
Jeff
Clayborne |
| |
|
Chief
Financial Officer and Chief Operating Officer |
