Newton Golf Gets Nasdaq Delisting Determination Over $2.5M Equity Rule

What happened

Newton Golf Company, Inc., a Camarillo, California-based golf equipment maker whose common stock trades on the Nasdaq Capital Market under the symbol NWTG, disclosed in a Form 8-K filed October 13, 2026 that it received a staff determination letter from Nasdaq dated October 6, 2026.

According to the filing, Nasdaq's Listing Qualifications Department told the company it had not demonstrated compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders' equity for continued listing on the Nasdaq Capital Market. The company had received an initial deficiency letter about the same rule on April 6, 2026, and submitted plans to regain compliance — the filing calls them the "Materials" — on May 21, 2026 and August 20, 2026.

Nasdaq's October 6 letter states that because the remedial actions described in those materials have not been completed, the company has not demonstrated compliance. Under the letter, trading of Newton Golf'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 SEC to remove the securities from listing and registration on Nasdaq — unless the company requests an appeal by October 13, 2026.

The company said it intends to timely request a hearing before a Nasdaq Hearings Panel. That request would stay the suspension and the Form 25-NSE filing while the panel decides. The filing states there can be no assurance the panel will grant continued listing, or that the company will regain compliance with the equity requirement or stay in compliance with any other Nasdaq listing requirement.

Newton Golf's shares closed at $0.8601 on the event date, down 24.55% from the prior close of $1.14, according to the price data.

The rule it failed

Nasdaq Listing Rule 5550(b)(1) is a continued-listing standard for the Nasdaq Capital Market, the tier reserved for smaller companies. It requires a listed company to keep at least $2,500,000 in stockholders' equity — the accounting measure of assets minus liabilities attributable to shareholders, sometimes called book value.

That threshold is an ongoing requirement, not a one-time test at listing. When a company falls below it, Nasdaq's Listing Qualifications staff issues a deficiency letter and the company typically gets a period to present a plan and regain compliance. Newton Golf's process began with the April 6, 2026 letter and ran through the two plan submissions before the staff issued its October determination.

The filing does not say what specifically drove Newton Golf's stockholders' equity below the threshold, and the filing does not describe which remedial actions the company had proposed or why they were not completed.

What this means

The Form 8-K is a current report — the SEC filing a US public company uses to disclose material events between quarterly and annual reports. The specific item cited here is Item 3.01, "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard." That item exists precisely to make listing-rule trouble public as soon as the company learns of it.

The Form 25-NSE referenced in the filing is a different document: it is the notice used to strike a security from listing and registration on an exchange. It is not a bankruptcy filing and it is not, on its own, a claim that the company is insolvent. If it is filed in this case, it would end NWTG's listing and registration on Nasdaq, which is a serious step for a common stock — unlike a Form 25 filed for debt securities reaching maturity, which is routine housekeeping.

The hearing mechanism is the company's main procedural lever. Under Nasdaq's rules, a timely hearing request automatically pauses the suspension and the delisting filing until a Hearings Panel rules. So the practical question for the next several weeks is whether Newton Golf files that request by the October 13 deadline — its 8-K says it intends to — and then whether the panel accepts its plan.

Note what the filing does not contain: no cause is given for the equity shortfall, and no numbers are provided for the company's current stockholders' equity, its plan's specifics, or the size of the gap to $2,500,000. The company's own language is explicitly hedged — it says there can be no assurance the panel will grant continued listing or that it will regain compliance. The forward-looking-statements section also notes risks including the panel not granting the request and the company's inability to complete the remedial actions.

A delisting does not necessarily mean the end of trading. Shares of companies removed from an exchange often continue to trade over the counter — outside Nasdaq's listing standards — but the filing does not address what Newton Golf would do if the appeal fails.