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): ~~September~~October 2824, 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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~September~~October 2824, ~~2025~~2024, ~~Dottie~~Newton ~~Pepper~~Golf ~~notified~~Company, Inc. (the ~~Board~~“Company”), ofentered ~~Directors~~into an At The Market Sales Offering Agreement (the “~~Board~~Agreement”) with Kingswood Capital Partners, LLC, as sales agent and/or principal (the “Agent”). Pursuant to the terms of ~~Newton~~the ~~Golf~~Agreement, the Company may sell from time to time to or through the Agent shares of the Company’s common stock, par ~~Inc~~value $0.01 per share (the “~~Company~~Common Stock”), having an aggregate sales price of up to the lesser of (a) the number or dollar amount of ~~her~~shares ~~resignation~~of ~~from~~Common Stock registered on the ~~Board~~prospectus supplement pursuant to which the offering is being made, ~~effective~~(b) ~~immediately.~~the number ~~Her~~of ~~resignation~~authorized ~~was~~but ~~not~~unissued shares of Common Stock (less the ~~result~~number of shares of Common Stock issuable upon exercise, conversion or exchange of any ~~disagreement~~outstanding ~~with~~securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof) (the “Shares”). Immediately prior to the filing of this Current Report on Form 8-K, the Company filed a prospectus supplement ~~any~~with ~~matter~~the ~~relating~~Securities and Exchange Commission (the “SEC”) with respect to the offering of up to $10.0 million of Shares pursuant to the Agreement. Any Shares will be issued pursuant to the Company’s ~~operations,~~shelf ~~policies~~registration statement on Form S-3 (Registration No. 333-281664), orwhich ~~practices~~was declared effective by the SEC on September 23, 2024.

~~On September 30, 2025, the Company notified~~ The ~~Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of Ms. Pepper’s resignation,~~ ~~the~~ Company is nonot ~~longer~~obligated into ~~compliance with Nasdaq Listing Rule 5605(b)(1)~~sell, ~~which~~and ~~requires that a majority of~~ the ~~Board~~Agent ~~be comprised of “independent directors,” as that term~~ is ~~defined~~not inobligated ~~Nasdaq~~to ~~Listing~~buy ~~Rule~~or ~~5605(a)(2) (each~~sell, anany ~~“Independent~~Shares ~~Director”), and~~under ~~Nasdaq Listing Rule 5605(c)(2), which requires that~~ the ~~audit~~Agreement. ~~committee~~No ~~consist~~assurance ofcan ~~at least three members, each of whom must (i)~~ be given anthat ~~Independent Director, (ii) meet~~ the ~~criteria~~Company ~~for~~will ~~independence~~sell ~~set~~any ~~forth~~Shares ~~in Rule 10A-3(b)(1)~~ under the ~~Securities Exchange Act of 1934~~Agreement, ~~as amended~~or, ~~(iii)~~if ~~not~~it ~~have~~does, ~~participated~~as into the ~~preparation~~price ofor ~~the~~number ~~financial statements~~ of ~~the~~Shares ~~Company~~that orit ~~any~~sells ~~current subsidiary~~or of the ~~Company~~dates atwhen ~~any~~such ~~time~~sales ~~during~~will ~~the~~take ~~past three years, and (iv) be able to read and understand fundamental financial statements~~place.

OnPursuant ~~October~~to 2,the ~~2025~~terms of the Agreement, the Company ~~also~~agreed ~~received~~to aindemnify ~~notice~~the ~~from~~Agent ~~Nasdaq~~against certain liabilities, ~~notifying~~including under the ~~Company~~Securities Act ~~that~~of 1933, as aamended, ~~result~~and the Securities Exchange Act of ~~Ms.~~1934, ~~Pepper’s~~as ~~resignation~~amended, or to contribute to payments that the ~~Company~~Agent ismay ~~not~~be inrequired to ~~compliance~~make ~~with~~because ~~Nasdaq~~of ~~Listing~~such ~~Rules~~liabilities. ~~5605(b)(1)~~The Company and ~~5605(c)(2)~~the Agent may each terminate the Agreement upon 10 business days’ prior written notice as provided in the Agreement.

~~Nasdaq~~Sales ~~Listing~~of ~~Rules~~the ~~5605(b)(1)(A)~~Shares, ~~and~~if ~~5605(c)(4)~~any, ~~provide~~will abe ~~cure~~made ~~period~~by ~~for~~means ~~these~~of ~~deficiencies~~ordinary ~~until~~brokers’ transactions on the ~~earlier~~Nasdaq ofCapital ~~(i)~~Market at market prices or as otherwise agreed by the Company~~’s next~~ ~~annual~~and ~~stockholders’~~the ~~meeting~~Agent. orUnder ~~(ii)~~the ~~September~~terms ~~29,~~of ~~2026;~~the ~~however~~Agreement, if the Company’s ~~next~~may ~~annual~~also ~~stockholders’~~sell the Shares from time to ~~meeting~~time isto ~~held~~the ~~before~~Agent ~~March~~as ~~27,~~principal ~~2026,~~for ~~then~~its ~~the~~own ~~cure~~account ~~period~~at ~~will~~a ~~continue~~price ~~through~~to ~~March~~be ~~27,~~agreed ~~2026~~upon at the time of sale. ~~The~~Any ~~Company~~sale ~~intends~~of the Shares to ~~appoint~~the Agent anas ~~additional~~principal ~~independent~~would ~~director~~be pursuant to ~~its~~the ~~Board~~terms of a separate terms agreement between the Company and the ~~audit~~Agent. ~~committee~~The description of the ~~Board~~Agreement contained ~~prior~~in this Current Report on Form 8-K does not purport to ~~the~~be ~~end~~complete ofand is qualified in its entirety by reference to the ~~cure~~Agreement, filed ~~period~~as Exhibit 1.1 to this Current Report on Form 8-K.

~~Item~~A ~~5.02.~~copy ~~Departure~~ of ~~Directors~~the orlegal ~~Certain~~opinion ~~Officers;~~and ~~Election~~consent of ~~Directors;~~Faegre ~~Appointment~~Drinker Biddle & Reath LLP relating to the validity of ~~Certain~~the ~~Officers;~~issuance ~~Compensatory Arrangements~~and sale of ~~Certain~~the Shares ~~Officers~~is attached as Exhibit 5.1 to this Current Report on Form 8-K.

~~The information contained in~~ Item 3 9.01. ofFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K is incorporated herein by reference~~Exhibits.

~~Forward-Looking~~(d) ~~Statements~~Exhibits

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.

Exhibit No.		Description
1.1		At The Market Offering Agreement, dated as of October 24, 2025, by and between the Company and Kingswood Capital Partners, LLC
5.1		Opinion of Faegre Drinker Biddle & Reath LLP
23.1		Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 intent to appoint a new director to its Board and the audit committee of the Board prior to the end of the cure period and the Company’s ability to regain and maintain compliance with Nasdaq rules.

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, 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 2, 2025	NEWTON GOLF COMPANY, INC.
Date: October 24, 2025	NEWTON GOLF COMPANY, INC.
	By:	/s/ Greg Campbell
		Greg Campbell
		Chief Executive Officer
		Executive Chairman and Chief Executive Officer

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