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    Newton Golf Company Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

    5/29/25 4:05:36 PM ET
    $NWTG
    Recreational Games/Products/Toys
    Consumer Discretionary
    Get the next $NWTG alert in real time by email
    false 0001934245 0001934245 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): May 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 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

     

     

     

     

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