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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): February 26, 2025

 

SACKS PARENTE GOLF, 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   SPGC   The Nasdaq Stock Market, LLC

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On February 26, 2025, the Company held a Special Meeting of Stockholders. The matters voted upon were:

 

Proposal 1. For purposes of complying with the Company’s obligations under its Underwriting Agreement with Aegis Capital Corp. and the terms of the Company’s Series A and Series B Warrants as may be required under the rules of the Nasdaq Stock Market, to approve the issuance of the Series A and Series B Warrants and the shares of Common Stock upon the exercise thereof including the Warrant Stockholder Approval Provisions described in detail in this Proxy Statement (collectively, the “Warrant Proposal”).

 

Proposal 2. To approve an increase in the number of shares available to be issued pursuant to the Company’s 2022 Equity Incentive Plan (the “Equity Plan Proposal”).

 

Proposal 3. To approve an amendment to the Company’s Certificate of Incorporation changing the Company’s name to Newton Golf Company, Inc. (the “Name Change Proposal”)

 

Proposal 4: To approve an amendment to the Company’s certificate of incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-10 to 1-for-30 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of this Special Meeting (the “Reverse Split Proposal”). 

 

Proposal 5. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Warrant Proposal, the Equity Plan Proposal, the Name Change Proposal and/or the Reverse Split Proposal (the “Adjournment Proposal”).

 

The results of the voting were as follows:

 

Proposal 1 (Warrant Proposal):

 

Votes For  Votes Against  Abstain  Broker Non-Votes
2,567,202  146,905  26,831  1,727,654

 

Proposal 2 (Equity Plan Proposal):

 

Votes For  Votes Against  Abstain  Broker Non-Votes
2,215,694  507,088  18,156  1,727,654

 

Proposal 3 (Name Change Proposal):

 

Votes For  Votes Against  Abstain  Broker Non-Votes
4,367,647  98,960  1,985  N/A

 

Proposal 4 (Reverse Split Proposal):

 

Votes For  Votes Against  Abstain  Broker Non-Votes
3,676,925  784,155  7,510  N/A

 

Proposal 5 (Adjournment Proposal):

 

Votes For  Votes Against  Abstain  Broker Non-Votes
3,814,139  642,126  12,325  N/A

 

 

 

 

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: February 26, 2025 SACKS PARENTE GOLF, INC.
     
  By: /s/ Greg Campbell
    Greg Campbell
    Executive Chairman

 

 

 

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Cover
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 26, 2025
Entity File Number 001-41701
Entity Registrant Name SACKS PARENTE GOLF, 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 SPGC
Security Exchange Name NASDAQ
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