Newton Golf Company Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On April 14, 2025, 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”).
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the deficiency in the Stockholders’ Equity Requirement was a result of the derivative liability from the issuance of the Company’s Series A and Series B Warrants in December 2025 as part of the Company’s public offering. However, because most of the Series B Warrants were exercised on or before March 31, 2025, the Company expects that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 will reflect stockholders’ equity in excess of the Stockholders Equity Requirement. In this regard, the issuance of shares pursuant to the exercise of the Series B Warrants will be accounted for as additional paid-in capital.
Neither the Notice nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common stock which will continue to trade under the symbol “NWTG.” The Company intends to provide additional information to Nasdaq in support of its view that it has regained compliance and that it will be able to sustain long-term compliance with the Stockholders’ Equity Requirement. However, there can be no assurance that Nasdaq will ultimately determine that the Company has regained compliance.
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 15, 2025 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Greg Campbell | |
|
Greg Campbell | ||
| Chief Executive Officer | ||