Newton Golf Company, Inc.

Sacks Parente Golf, Inc.

PROXY STATEMENT

GENERAL INFORMATION

For the Special Meeting of Stockholders

To Be Held on February 11, 2025

Our Board of Directors is soliciting proxies to be voted at the Special Meeting of Stockholders (the “Special Meeting”) to be held virtually on February 11, 2025, at 1:00 P.M., Pacific Time, for the purposes set forth in the attached Notice of Special Meeting of Stockholders (the “Notice”) and in this Proxy Statement. This Proxy Statement and the proxies solicited hereby are being first sent or delivered to stockholders of the Company on or about January 13, 2025.

As used in this Proxy Statement, the terms “Company,” “we,” “us,” “our” and “SPGC” refer to Sacks Parente Golf, Inc., and the terms “Board of Directors” and “Board” refers to the Board of Directors of the Company.

Questions and Answers about these Proxy Materials and the Special Meeting

What information is contained in this Proxy Statement?

This information relates to the proposals to be voted on at the Special Meeting, the voting process, and certain other required information.

Can I access the Company’s proxy materials electronically?

Yes. The Proxy Statement and form of Proxy are available at https://ts.vstocktransfer.com/irhlogin/I-SACKSPARENTEGOLFINC under the “Documents & Forms” tab.

What does it mean if I receive more than one set of proxy materials?

It means your shares are registered differently or are in more than one account. Please provide voting instructions for each account for which you have received a set of proxy materials.

Who is soliciting my vote pursuant to this Proxy Statement?

Our Board is soliciting your vote at the Special Meeting. We may engage a proxy solicitation firm to solicit proxies on behalf of the Company. Such firm may solicit the return of proxies, either by mail, telephone, email or through personal contact. The cost of solicitation will be borne by us, including the fees of such firm as well as the reimbursement of their expenses. Our directors and employees may also solicit proxies in person, by telephone, fax, electronic transmission or other means of communication. We will not pay these directors and employees any additional compensation for these services. We will ask banks, brokerage firms, and other institutions, nominees, and fiduciaries to forward these proxy materials to their principal, and to obtain authority to execute proxies, and will reimburse them for their expenses.

Who is entitled to vote?

Only stockholders of record at the close of business on December 19, 2024 (the “Record Date”) will be entitled to vote at the Special Meeting.

How many shares are eligible to be voted?

As of the Record Date, we had 8,915,524 shares of common stock outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the matters to be voted on at the Annual Meeting.

What am I voting on?

You are voting on the following matters:

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

2.Equity Plan Proposal. To approve an increase in the number of shares available under the 2022 Equity Incentive Plan from 375,000 to 3,000,000 (the “Equity Plan Proposal”).

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

4.Reverse Split Proposal. 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”).

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

How does the Board recommend that I vote?

The Board unanimously recommends that you vote your shares as follows:

None of our directors have informed us in writing that he or she intends to oppose any action intended to be taken by us at the Special Meeting.

How many votes are required to hold the Special Meeting and what are the voting procedures?

Quorum Requirement: As of the Record Date, 8,915,524 shares of the Company’s common stock were issued and outstanding. The holders of a majority in voting power of the issued and outstanding shares entitled to vote at the Special Meeting, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Special Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum.

Required Votes: Each outstanding share of our common stock is entitled to one vote on each proposal at the Special Meeting. If there is a quorum at the Special Meeting, the matters to be voted upon by the stockholders require the following votes for such matter to be approved:

If a broker indicates on its proxy that it submits to the Company that it does not have authority to vote certain shares held in “street name,” the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular proposals under the rules of the New York Stock Exchange, and the “beneficial owner” of those shares has not instructed the broker how to vote on those proposals. If you are a beneficial owner and you do not provide instructions to your broker, bank or other nominee, your broker, bank or other nominee is permitted to vote your shares for or against “routine” matters. Brokers are not permitted to exercise discretionary voting authority to vote your shares for or against “non-routine” matters.

How can I vote my shares at the Special Meeting?

Only stockholders of record at the close of business on December 19, 2024 will be entitled to vote at the Special Meeting. On this record date, there were 8,915,524 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on December 19, 2024, your shares were registered directly in your name with the Company’s transfer agent, VStock Transfer, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the meeting by visiting https://ts.vstocktransfer.com/pxlogin and entering the Control Number located on the provided Proxy Card, or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. Registered stockholders can attend the meeting by registering at https://meeting.vstocktransfer.com/SACKSPARENTEFEB25.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on December 19, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting by registering at https://meeting.vstocktransfer.com/SACKSPARENTEFEB25. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid Legal Proxy from your broker or other agent and provide that Legal Proxy as well as a completed voting form indicating your vote to vote@vstocktransfer.com.

How may I cast my vote over the Internet?

Voting over the Internet: If you are a stockholder of record, you may use the Internet to transmit your vote up until 11:59 P.M., Eastern Time, February 10, 2025 (the day before the Special Meeting). Visit http://vstocktransfer.com/proxy and have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

If you hold your shares in “street name,” that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether Internet voting options are available.

How may a stockholder bring any other business before the Special Meeting?

The Company’s Bylaws (the “Bylaws”) provide that the only matters that may be brought before a special meeting are the matters specified in the notice of meeting, and, as such, stockholders shall not be permitted to propose business at the Special Meeting.

How may I revoke or change my vote?

If you are the record owner of your shares, and you completed and submitted a proxy card, you may revoke your proxy at any time before it is voted at the Special Meeting by:

Please note that attendance at the Special Meeting will not, in itself, constitute revocation of your proxy.

If you own your shares in “street name,” you may later revoke your voting instructions by informing the bank, broker or other holder of record in accordance with that entity’s procedures.

Who is paying for the costs of this proxy solicitation?

The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication.

We may also engage a proxy solicitation firm at the Company’s expense to solicit proxies on behalf of the Company.

Are there any rights of appraisal?

The Board is not proposing any action for which the laws of the State of Delaware, our Certificate of Incorporation or our Bylaws provide a right of a stockholder to obtain appraisal of or payment for such stockholder’s shares.

Who will count the votes?

The inspector of election appointed for the Special Meeting will receive and tabulate the ballots and voting instruction forms. The Board has appointed VStock Transfer, LLC to serve as the inspector of election.

Where do I find the voting results of the Special Meeting?

The voting results will be disclosed in a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Special Meeting.

How can I obtain the Company’s corporate governance information?

Our stockholders may obtain written copies at ir.@sacksparente.comor at no cost by writing to us at Sacks Parente Golf, Inc., 551 Calle San Pablo, Camarillo, CA 93012, Attention: Corporate Secretary.