NWTG 8-K
Newton Golf Company, Inc. (NWTG)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 29, 2024, Sacks Parente Golf, Inc. (the “Company”) entered into an offer letter (the “Letter”) with Ryan Stearns pursuant to which Mr. Stearns was appointed the Chief Financial Officer of the Company, effective as of January 6, 2025.
Mr. Stearns, age 53, is a seasoned and versatile senior leader with two decades of experience in effectively overseeing a wide array of intricate financial duties across diverse sectors including public and private entities, as well as international organizations. From 2021 to the present, Mr. Stearns served as the Chief Financial Officer of JTB Strategic Services, a finance, technology and human resources consulting firm specializing in healthcare, fintech and SaaS customers and related projects. From 2017 to 2021, Mr. Stearns served as Chief Financial Officer of Medical Innovations, a biotech and medical devices company.
Pursuant to the Letter, Mr. Stears will be responsible for the duties and responsibilities normally associated with the title of Chief Financial Officer and will report to the Executive Chairman of the Company. Mr. Stearns will be paid a base salary of $225,000 per year and will be considered for discretionary bonuses to be determined by the Company. Subject to the approval of the Company’s Board of Directors, Mr. Stearns will be granted an option (the “Option”) to purchase 36,000 shares of the Company’s Common Stock with the exercise price to be the fair market value as of the date of the grant. The Option will vest over a three year period under which 1/3 of the Option will vest 12 months after the vesting commencement date and 1/36 of the total shares will vest at the end of each month thereafter subject to continued employment through each vesting date. The employment of Mr. Stearns is on an “at will” basis and either party may terminate the employment at any time for any reason.
The foregoing summary of the Letter does not purport to be complete and is subject to, and qualified in its entirety, by such document attached as Exhibit 10.1 to this Current report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
10.1 |
Offer Letter dated December 29, 2024 | |
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| 104 | Cover 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: January 3, 2025 | SACKS PARENTE GOLF, INC. | |
| By: | /s/ Gregor Campbell | |
Gregor Campbell
| ||
| Executive Chairman, Chief Executive Officer |
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EXHIBIT 10.1
December 27,2024
Dear Ryan,
Sacks Parente Golf, Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer, on the following terms.
You will be responsible for the duties and responsibilities normally associated with the title of Chief Financial Officer and will report to the Executive Chairman of the Company.
Your base salary will be paid at the rate of $225,000 on an annualized basis, less payroll deductions and withholdings, paid on the Company’s normal payroll schedule. You will be considered for discretionary bonuses, to be determined by the Company.
During your employment, you will be eligible to participate in the standard benefits plans offered to similarly situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies. You shall earn and accrue paid-time-off (“PTO”) covering vacation and sick time benefits at the rate of three (3) weeks per year. Unused PTO shall carry over to the next year, but you shall cease accruing further PTO at any time you have accrued two times your annual accrual rate. The Chairman will approve paid vacation requests based on the employee’s progress on work goals or milestones, status of projects, fairness to the working team, and productivity and efficiency of the employee. The Company may change compensation and benefits from time to time in its discretion.
Subject to approval by the Company’s Board of Directors (the “Board”), the Company anticipates granting you an option to purchase 36,000 shares of the Company’s common stock at the fair market value as determined by the Board as of the date of grant (the “Option”). The anticipated Option will be governed by the terms and conditions of the Company’s 2022 Equity Incentive Plan (the “Plan”) and your grant agreement, and will include a three year vesting schedule, under which 1/3 of your Option will vest 12 months after the vesting commencement date, and 1/36th of the total shares will vest at the end of each month thereafter, until either the Option is fully vested or your continuous service (as defined in the Plan) terminates, whichever occurs first.
As a Company employee, you will be expected to abide by Company rules and policies. As a condition of employment, you must sign and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.
Normal business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.
Your employment with the Company will be “at-will.” You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an officer of the Company.
As a full-time exempt salaried employee, you will be expected to work the Company’s normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be eligible for overtime compensation.
This offer is contingent upon a reference check and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.
To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this agreement, your employment with the Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.
This letter, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Please sign and date this letter, and the enclosed Employee Confidential Information and Inventions Assignment Agreement and return them to me by December 31,2024 if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start on January 6,2025.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
| Greg Campbell, Chairman | ||
| Understood and Accepted: | ||
| 12/29/24 | ||
| Ryan Stearns | Date | |
Attachment: Employee Confidential Information and Inventions Assignment Agreement