8-K
Newton Golf Company, Inc. (NWTG)
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 18, 2023
SACKS
PARENTE GOLF, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41701 | 82-4938288 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
551Calle San Pablo
Camarillo,CA 93012
(Address of principal executive offices, including ZIP code)
833-776-6659
(Registrant’s telephone number, including area code)
NotApplicable
(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<br> pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> $0.01 per share | SPGC | The Nasdaq Stock Market,<br> LLC |
Item 8.01 Other Events.
On September 18, 2023, the Company issued a press release with respect to its financial results for the quarter ended June 30,2023 and a corporate update, A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Sacks Parente Golf, Inc., dated September 18, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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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:<br> September 18, 2023 | SACKS PARENTE GOLF, INC. | |
|---|---|---|
| By: | /s/ TIMOTHY L. TRIPLETT | |
| Timothy<br> L. Triplett<br><br> <br>Chief<br> Executive Officer |
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Exhibit99.1
| Sacks Parente Golf, Inc. Reports Financial Results for FirstHalf 2023 and Provides Corporate Update |
|---|
Camarillo,CA., September 18, 2023 – Sacks Parente Golf, Inc. (NASDAQ:SPGC), (the “Company” or “Sacks Parente”), a technology-forward golf company with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips, and other golf-related accessories, reports its financial results for the quarter ended June 30, 2023, and provides a business update.
RecentCorporate Highlights
| ● | Closed<br> Initial Public Offering (IPO) transaction in mid-August that raised $11.6 million in proceeds,<br> net of underwriting fees |
|---|---|
| ● | Introduced<br> the Innovative Series 91 “The Duke” putter inspired by PGA TOUR Champions player<br> Ken Duke |
| ● | Ken<br> Duke won his first PGA TOUR Champions title at the Shaw Charity Classic using a Sacks Parente<br> Series 66 Anser-style putter |
Timothy Triplett, Sacks Parente Golf’s Chief Executive Officer, commented, “Our recent IPO represents a new beginning for Sacks Parente, as the capital raised will help us to expand our product offerings beyond cutting-edge putters and into cutting-edge shafts, and further penetrate the rapidly growing Asian golf markets. The IPO proceeds also allowed us to repay nearly $1 million in debt to become a debt-free company.
“The revenue generated in the first half of 2023 was before our recent IPO. We continue to develop as a company as we carefully hone what we believe to be a superior line of golf technology for professional and weekend golfers alike. We look forward to communicating with our stockholders and future customers about our entire line of products and to demonstrating significant shareholder value.”
AboutSacks Parente Golf
Sacks Parente Golf, Inc. is a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips, and other golf-related products. The Company’s innovative accomplishments include: the First Vernier Acuity putter, patented Ultra-Low Balance Point (ULBP) putter technology, weight-forward Center-of-Gravity (CG) design while pioneering ultra-light carbon fiber putter shafts. In consideration of its growth opportunities in shaft technologies, in April of 2022 the Company expanded its manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, MO. It is the Company’s intent to manufacture and assemble substantially all products in the United States. The Company anticipates expansion into golf apparel and other golf-related product lines to enhance its growth. The Company’s future expansions may include broadening its offerings through mergers, acquisitions or internal developments of product lines that are complementary to its premium brand. The Company currently sells its products through resellers, the Company’s websites, and distributors in the United States, Japan, and South Korea.
ForwardLooking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Company:
Steve Handy, CFO
Sacks Parente Golf, Inc.
Email: investors@sacksparente.com
www.sacksparente.com
Investor Relations:
CORE IR
Email: investors@sacksparente.com
Phone: (516)222-2560
www.coreir.com
SACKSPARENTE GOLF, INC.
CONDENSEDBALANCE SHEETS
(Unaudited- Amounts rounded to nearest thousands, except share amounts)
| December 31,<br><br> 2022 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets: | |||||
| Cash | 9,000 | $ | 147,000 | ||
| Restricted cash | - | 24,000 | |||
| Accounts receivable | 8,000 | 2,000 | |||
| Inventory, net of reserve for obsolescence of 98,000 and 73,000, respectively | 95,000 | 142,000 | |||
| Prepaid expenses and other current assets | 3,000 | 16,000 | |||
| Total Current Assets | 115,000 | 331,000 | |||
| Property and equipment, net | 115,000 | 122,000 | |||
| Right-of-use asset, net | 50,000 | 22,000 | |||
| Deferred offering costs | 418,000 | 230,000 | |||
| Deposits | 5,000 | 5,000 | |||
| Total Assets | 703,000 | $ | 710,000 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued expenses | 341,000 | $ | 97,000 | ||
| Accrued payroll to executives | 1,748,000 | 1,095,000 | |||
| Lease liability, current | 32,000 | 17,000 | |||
| Equipment purchase obligation | - | 15,000 | |||
| Loans payable – related parties (244,000 is past due) | 559,000 | 537,000 | |||
| Notes payable (past due) | 404,000 | 384,000 | |||
| Customer deposits | 21,000 | 21,000 | |||
| Total Current Liabilities | 3,105,000 | 2,166,000 | |||
| Lease liability, net of current | 17,000 | 6,000 | |||
| Total Liabilities | 3,122,000 | 2,172,000 | |||
| Common stock subject to possible redemption (561,375 shares at redemption price of 1.07) | 600,000 | 420,000 | |||
| Commitments and Contingencies | |||||
| Stockholders’ Deficiency: | |||||
| Preferred stock .01 par value, 5,000,000 shares authorized, no shares issued and outstanding | - | - | |||
| Common stock, .01 par value, 45,000,000 shares authorized, 10,834,495 and 10,784,495, shares issued and outstanding, respectively, excluding 561,375 shares subject to possible redemption at June 30, 2023 and December 31, 2022 | 108,000 | 108,000 | |||
| Additional paid-in-capital | 4,154,000 | 3,702,000 | |||
| Accumulated deficit | (7,281,000 | ) | (5,692,000 | ) | |
| Total Stockholders’ Deficiency | (3,019,000 | ) | (1,882,000 | ) | |
| Total Liabilities and Stockholders’ Deficiency | 703,000 | $ | 710,000 |
All values are in US Dollars.
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SACKSPARENTE GOLF, INC.
CONDENSEDSTATEMENTS OF OPERATIONS
Forthe Three and Six Months Ended June 30, 2023 and 2022
(Unaudited)
| Three Months Ended<br> <br>June 30, | Six Months Ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net Sales | $ | 47,000 | $ | 44,000 | $ | 137,000 | $ | 109,000 | ||||
| Cost of goods sold | 32,000 | 23,000 | 78,000 | 43,000 | ||||||||
| Gross profit | 15,000 | 21,000 | 59,000 | 66,000 | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative expenses | 647,000 | 1,724,000 | 1,563,000 | 1,909,000 | ||||||||
| Research and development | 18,000 | 8,000 | 43,000 | 10,000 | ||||||||
| Total operating expenses | 665,000 | 1,732,000 | 1,606,000 | 1,919,000 | ||||||||
| Loss from operations | (650,000 | ) | (1,711,000 | ) | (1,547,000 | ) | (1,853,000 | ) | ||||
| Other expenses | ||||||||||||
| Interest | (22,000 | ) | (5,000 | ) | (42,000 | ) | (7,000 | ) | ||||
| Loss on extinguishment of debt | - | (574,000 | ) | - | (574,000 | ) | ||||||
| Total other expenses | (22,000 | ) | (579,000 | ) | (42,000 | ) | (581,000 | ) | ||||
| Net loss | $ | (672,000 | ) | $ | (2,290,000 | ) | $ | (1,589,000 | ) | $ | (2,434,000 | ) |
| Net loss per share – basic and diluted | $ | (0.06 | ) | $ | (0.21 | ) | $ | (0.15 | ) | $ | (0.24 | ) |
| Weighted average common shares outstanding – basic and diluted | 10,834,495 | 10,757,104 | 10,816,539 | 10,104,649 |
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SACKSPARENTE GOLF, INC.
CONDENSEDSTATEMENTS OF CASH FLOWS
Forthe Six Months Ended June 30, 2023 and 2022
(Unaudited)
(Amountsrounded to nearest thousands)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash Flows from Operating Activities | ||||||
| Net Loss | $ | (1,589,000 | ) | $ | (2,434,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | 10,000 | 3,000 | ||||
| Change in reserve for inventory obsolescence | 25,000 | (18,000 | ) | |||
| Vesting of options | 227,000 | 1,300,000 | ||||
| Vesting of restricted stock | - | 25,000 | ||||
| Modification of equity awards | - | 28,000 | ||||
| Loss on extinguishment of debt | - | 574,000 | ||||
| Shares issued for services | 225,000 | - | ||||
| Changes in ROU asset | 15,000 | 4,000 | ||||
| Accrued interest | 42,000 | 6,000 | ||||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | (6,000 | ) | - | |||
| Inventory | 22,000 | (8,000 | ) | |||
| Prepaids and other current assets | 13,000 | (25,000 | ) | |||
| Deposits | - | (1,000 | ) | |||
| Accounts payable and accrued expenses | 67,000 | 57,000 | ||||
| Accrued payroll to officers | 653,000 | 213,000 | ||||
| Lease liability | (17,000 | ) | (4,000 | ) | ||
| Deferred revenue | - | 7,000 | ||||
| License obligation | - | (2,000 | ) | |||
| Net cash used in operating activities | (313,000 | ) | (275,000 | ) | ||
| Cash Flows from Investing Activities | ||||||
| Purchase of property and equipment | (3,000 | ) | (35,000 | ) | ||
| Net cash used in investing activities | (3,000 | ) | (35,000 | ) | ||
| Cash Flows from Financing Activities | ||||||
| Changes in loans from related parties | - | 200,000 | ||||
| Payment of equipment purchase obligation | (15,000 | ) | (14,000 | ) | ||
| Deferred offering costs | (11,000 | ) | (230,000 | ) | ||
| Proceeds from private sale of common stock subject to possible redemption | 180,000 | - | ||||
| Proceeds from sale of commons stock | - | 420,000 | ||||
| Proceeds from convertible debt obligations | - | 150,000 | ||||
| Net cash provided by financing activities | 154,000 | 526,000 | ||||
| Net increase (decrease) in cash | (162,000 | ) | 216,000 | |||
| Cash and restricted cash beginning of period | 171,000 | 184,000 | ||||
| Cash and restricted cash end of period | $ | 9,000 | $ | 400,000 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid for interest | $ | - | $ | - | ||
| Cash paid for income taxes | $ | - | $ | - | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
| Common shares issued on conversion of convertible debt obligations | $ | - | $ | 1,050,000 | ||
| Accrued deferred offering costs | $ | 177,000 | $ | - | ||
| New right of use asset and lease liability | $ | 43,000 | $ | 34,000 | ||
| Property and equipment purchased with debt | $ | - | $ | 58,000 |
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