Newton Golf Company, Inc 8-K, filed Feb 26, 2025
Newton Golf Company, Inc. (NWTG)
About this 8-K
Newton Golf Company, Inc filed this 8-K on February 26, 2025.
Items reported
- Item 5.07: Shareholder vote results
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):
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Securities registered pursuant to Section 12(b) of the Act:
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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 | ||