UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(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 | ||
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 7.01 Regulation FD Disclosure.
On May 28, 2025, Newton Golf Company Inc. (the “Company”) issued a press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, announcing its receipt of formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it has regained compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
Item 8.01 Other Events.
On May 27, 2025, the Company received formal notice from Nasdaq stating that, based on the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company’s stockholder’s equity of $6,198,000 exceeded the minimum $2,500,000 in stockholder’s equity required by the Rule, and as a result, the Company has regained compliance with the Rule.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 29, 2025 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Greg Campbell | |
| Greg Campbell | ||
| Chief Executive Officer | ||
Exhibit 99.1
Newton Golf Company (NASDAQ: NWTG) Regains Compliance with Nasdaq Listing Requirements
CAMARILLO, CA, May 28, 2025 – Newton Golf Company, Inc. (NASDAQ: NWTG), a technology-driven golf shaft manufacturer, today announced that it has received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market.
The confirmation from Nasdaq follows Newton Golf’s filing of its Form 10-Q for the quarter ended March 31, 2025, which reported stockholders’ equity of $6.2 million. As a result, Nasdaq has closed the compliance matter originally raised on April 14, 2025.
“We are pleased to have resolved this matter and to remain in full compliance with Nasdaq’s continued listing requirements,” said Greg Campbell, Executive Chairman of Newton Golf Company. “Our strong balance sheet reflects the underlying momentum in our business and the investor confidence we continue to earn through performance and transparency.”
Newton Golf continues to build momentum, reporting 246% year-over-year revenue growth in Q1 2025 as adoption of the Newton Motion shaft surged across retail channels and major professional tours. Gross margin expanded to 70%, reflecting improved unit economics and strong product-market fit. The first quarter is typically the offseason for golf, yet Newton delivered a strong performance and continued expansion. More than 40 professional players are now gaming Newton shafts across major tours. The company also expanded its international footprint and showcased its innovation at the 2025 PGA Show, reinforcing its position as one of the most exciting emerging brands in performance golf.
For more information about Newton Golf’s products, visit www.NewtonGolfCo.com.
For investor-related updates and filings, visit www.NewtonGolfIR.com.
Investor Alerts
Stay updated with the latest from Newton Golf! Sign up for investor alerts at newtongolfir.com/email-alerts to receive company news and strategic developments directly to your inbox.
About NEWTON GOLF
At Newton Golf, we harness the power of physics to revolutionize golf equipment design. 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.
To purchase Newton Golf products, visit www.NewtonGolfCo.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 Newton Golf Company (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 expected benefits of the reverse stock split, the Company’s ability to maintain compliance with Nasdaq listing requirements, the potential for increased institutional investor interest, the Company’s future growth strategy, expansion of its product portfolio, anticipated financial performance, 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, 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 (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.
Media Contact:
Beth Gast
BG Public Relations
beth.gast@bgpublicrelations.com
Investor Contact:
Scott McGowan
Investor Brand Network (IBN)
Phone: 310.299.1717
ir@newtongolfco.com
Cover |
May 28, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 28, 2025 |
| Entity File Number | 001-41701 |
| Entity Registrant Name | NEWTON GOLF COMPANY, INC. |
| Entity Central Index Key | 0001934245 |
| Entity Tax Identification Number | 82-4938288 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 551 Calle San Pablo |
| Entity Address, City or Town | Camarillo |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 93012 |
| City Area Code | 855 |
| Local Phone Number | 774-7888 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.01 per share |
| Trading Symbol | NWTG |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |