Newton Golf Company, Inc.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A**

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Sacks Parente Golf, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

SACKS PARENTE GOLF, INC.

To the stockholders of Sacks Parente Golf, Inc.:

On behalf of the Board of Directors of Sacks Parente Golf, Inc. (the “Company”), you are cordially invited to attend the Special Meeting of Stockholders of the Company to be held via live webcast at https://meeting.vstocktransfer.com//SACKSPARENTEFEB25, on February 11, 2025, at 1:00 P.M., Pacific Time (the “Special Meeting”).

The attached Notice of the Special Meeting (the “Notice”) and proxy statement (“Proxy Statement”) describe the business that will be transacted at the Special Meeting. There will not be a physical location for the Special Meeting. You will be able to attend the Special Meeting online, vote your shares electronically, and submit your questions during the meeting by registering in at https://meeting.vstocktransfer.com//SACKSPARENTEFEB25. Directors and officers of the Company will be available at the Special Meeting to respond to any questions that you may have regarding the business to be transacted.

The Company’s Board of Directors has determined that each of the proposals that will be presented to the stockholders for their consideration at the Special Meeting is in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote “FOR” the proposals set forth in this Proxy Statement. If any other business is properly presented at the Special Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board.

We encourage you to attend the Special Meeting online, but if you are unable to attend, it is important that you vote in advance via the Internet or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Special Meeting.

On behalf of the Board of Directors and all of the employees of the Company, we thank you for your continued support.

Sincerely,

Greg Campbell

Executive Chairman and Chief Executive Officer

SACKS PARENTE GOLF, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 11, 2025

NOTICE IS HEREBY GIVENthat a Special Meeting of Stockholders (the “Special Meeting”) of Sacks Parente Golf, Inc. (the “Company”) will be held online at https://meeting.vstocktransfer.com/SACKSPARENTEFEB25, on February 11, 2025, at 1:00 P.M., Pacific Time, for the following purposes:

**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”).

Please refer to the proxy statement for the Special Meeting (the “Proxy Statement”) for detailed information on the Warrant Proposal, Equity Plan Proposal, Name Change Proposal, Reverse Split Proposal and Adjournment Proposal.

The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Special Meeting. If any other matters should be properly presented at the Special Meeting or any adjournments or postponements of the Special Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.

The Board recommends that you vote “FOR” the Warrant Proposal, “FOR the Equity Plan Proposal,FORthe Name Change Proposal,FOR” the Reverse Split Proposal and “FOR” the Adjournment Proposal.

Only stockholders of record as of the close of business on December 19, 2024 are entitled to receive notice of, to attend and to vote at the Special Meeting. If you are a beneficial owner as of that date, you will receive communications from your broker, bank or other nominee about the Special Meeting and how to direct the vote of your shares, and you are welcome to attend the Special Meeting online, all as described in more detail in the attached Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on February 11, 2025. The Proxy Statement and form of Proxy are available on the Internet at https://ts.vstocktransfer.com/irhlogin/I-SACKSPARENTEGOLFINC and on our corporate website at ir.@sacksparente.com under “Investor Relations—SEC Filings.”

By Order of the Board of Directors,

Executive Chairman

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