Newton Golf Company, Inc 8-K, filed Mar 18, 2024
Newton Golf Company, Inc. (NWTG)
About this 8-K
Newton Golf Company, Inc filed this 8-K on March 18, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
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Item 8.01 Other Events
On March 18, 2024, the Company issued a press release announcing its 2023 financial results and providing a business update. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
99.1 |
Press Release announcing its 2023 financial results and providing a business update. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
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: March 18, 2024 | SACKS PARENTE GOLF, INC. | |
| By: | /s/ Steve Handy | |
| Steve Handy | ||
| Chief Financial Officer | ||
| -3- |
Exhibit 99.1
Sacks Parente Golf, Inc. Announces Year End 2023 Financial Results and Provides Corporate Update
Camarillo, Calif., March 18, 2024 – Sacks Parente Golf, Inc. (NASDAQ:SPGC), (the “Company” or “Sacks Parente”), a technology-forward golf company with a growing portfolio of golf products, including putters, golf shafts, golf grips, and other golf-related accessories, reports its financial results for the year ended December 31, 2023 and provides a business update.
FY 2023 Highlights
| ● | Raised $11.6 million in net proceeds from completed IPO in August 2023 | |
| ● | Recognized sequentially higher revenue over last three quarters of 2023 | |
| ● | Made significant investment in equipment and facility improvements for manufacturing and distribution facility in St. Joseph, Mo. | |
| ● | Launched Newton Motion product line of ready-to-play replacement driver shafts in November 2023, which is expected to generate in excess of 60% of Company revenue in 2024 | |
| ● | Invested in sales and marketing to grow brand awareness of Sacks Parente premium putter family and newly launched Newton Motion product line | |
| ● | Hired Scott White, former CEO of Ben Hogan Golf Equipment Company, as Chief Operating Officer |
Recent Corporate Highlights
| ● | Anticipating continued sequentially higher revenue throughout 2024 with improved gross margins. The Company is benefitting from accelerating Newton Motion shaft shipments, including to multiple international customers, efficient marketing ad spend on shafts, and the start of the seasonally strong period of the year with warmer months ahead | |
| ● | Announced that the Company’s premium putters and Newton Motion driver shafts were available in all 126 Club Champion retail stores nationwide. The Company expects to see accelerated quarterly revenue from this relationship begining in 2Q24 | |
| ● | Entered into player agreements for Newton Motion shaft sponsorships with Ken Duke (PGA Tour Champions), and Fernandra Lira (LET/LPGA/Epson Tours) | |
| ● | Appointed golf-industry veteran Jane Casanta to the Board of Directors |
“We built a strong foundation in 2023 and are positioned well to execute our strategic plan and grow our revenue in 2024 and beyond,” commented Greg Campbell, Executive Chairman. “Our IPO in August provided us the capital to bring on additional talent to our team and complete the buildout of our Missouri manufacturing facility, including recently transferring production of our premium putter line from California to our Missouri facility to improve efficiencies. In addition, we have increased our marketing budget to help promote awareness of primarily our Newton product line. We have been pleased with the initial reception and order patterns, including from some international customers, for our Newtwon shafts and see this momentum continuing, especially as we begin the seasonally stronger spring months for the golf industry. We anticipate sequentially record revenue throughout 2024 and see the expected success from the Newton product line as a key component of that growth. Given our direct to consumer strategy, we are encouraged by our current strong return on ad spending with Newton and look for that trend to continue, especially given our team’s proven marketing experience in the golf industry.
“The Sacks Parente foundation is in place, we have the resources to execute, and we look forward to sharing our milestones and successes as they unfold,” concluded Campbell.
About Sacks Parente Golf
Sacks Parente Golf, Inc. serves as the parent entity of technology-forward golf companies that help golfers elevate their game. With a growing portfolio of golf products, including putters, golf shafts, golf grips, and other golf-related accessories, 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, and pioneering ultra-light carbon fiber putter shafts.
In consideration of its growth opportunities in golf shaft technologies, the Company expanded its manufacturing business in April of 2022 to develop the advanced Newton brand of 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, while also expanding 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, Club Champion retail stores, and distributors in the United States, Japan, and South Korea. For more information, please visit the Company’s website at https://sacksparente.com/. @sacksparentegolf @newtonshafts
Forward Looking 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
SACKS PARENTE GOLF, INC.
BALANCE SHEETS
(Amounts rounded to nearest thousands, except share amounts)
| December 31, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 5,338,000 | $ | 147,000 | ||||
| Restricted cash | - | 24,000 | ||||||
| Accounts receivable | 53,000 | 2,000 | ||||||
| Inventory, net of reserve for obsolescence of $98,000 and $73,000, respectively | 248,000 | 142,000 | ||||||
| Prepaid expenses and other current assets | 196,000 | 16,000 | ||||||
| Total Current Assets | 5,835,000 | 331,000 | ||||||
| Property and equipment, net | 379,000 | 122,000 | ||||||
| Right-of-use asset, net | 65,000 | 22,000 | ||||||
| Deferred software licensing agreement | 110,000 | - | ||||||
| Deferred offering costs | - | 230,000 | ||||||
| Deposits | 5,000 | 5,000 | ||||||
| Total Assets | $ | 6,394,000 | $ | 710,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 401,000 | $ | 97,000 | ||||
| Accrued payroll to executives | - | 1,095,000 | ||||||
| Lease liability, current | 31,000 | 17,000 | ||||||
| Deferred software licensing obligation | 41,000 | - | ||||||
| Equipment purchase obligation | - | 15,000 | ||||||
| Loans payable – related parties | - | 537,000 | ||||||
| Notes payable | - | 384,000 | ||||||
| Customer deposits | 2,000 | 21,000 | ||||||
| Total Current Liabilities | 475,000 | 2,166,000 | ||||||
| Software licensing fee obligation, net of current | 95,000 | - | ||||||
| Lease liability, net of current | 34,000 | 6,000 | ||||||
| Total Liabilities | 604,000 | 2,172,000 | ||||||
| Common stock subject to possible redemption (561,375 shares at redemption price of $1.07) at December 31, 2022 | - | 420,000 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (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, 14,595,870 and 10,784,495, shares issued and outstanding, respectively, excluding 561,375 shares subject to possible redemption at December 31, 2022 | 146,000 | 108,000 | ||||||
| Additional paid-in-capital | 15,961,000 | 3,702,000 | ||||||
| Accumulated deficit | (10,317,000 | ) | (5,692,000 | ) | ||||
| Total Stockholders’ Equity (Deficiency) | 5,790,000 | (1,882,000 | ) | |||||
| Total Liabilities and Stockholders’ Equity (Deficiency) | $ | 6,394,000 | $ | 710,000 | ||||
SACKS PARENTE GOLF, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2023 and 2022
(Amounts rounded to nearest thousands, except share and per share amounts)
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Net Sales | $ | 349,000 | $ | 190,000 | ||||
| Cost of goods sold | 227,000 | 110,000 | ||||||
| Gross profit | 122,000 | 80,000 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expense | 4,497,000 | 2,874,000 | ||||||
| Research and development expense | 258,000 | 73,000 | ||||||
| Total operating expenses | 4,755,000 | 2,947,000 | ||||||
| Loss from operations | (4,633,000 | ) | (2,867,000 | ) | ||||
| Loss on extinguishment of debt | - | (574,000 | ) | |||||
| Interest income (expense), net | 8,000 | (64,000 | ) | |||||
| Net Loss | $ | (4,625,000 | ) | $ | (3,505,000 | ) | ||
| Loss per share – basic and diluted | $ | (0.38 | ) | $ | (0.34 | ) | ||
| Weighted average number of shares outstanding – basic and diluted | 12,237,395 | 10,433,820 | ||||||
SACKS PARENTE GOLF, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2023 and 2022
(Amounts rounded to nearest thousands)
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | (4,625,000 | ) | $ | (3,505,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 32,000 | 11,000 | ||||||
| Amortization | 26,000 | - | ||||||
| Change in reserve for inventory obsolescence | 25,000 | (36,000 | ) | |||||
| Vesting of options | 443,000 | 1,383,000 | ||||||
| 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 | 30,000 | 12,000 | ||||||
| Accrued interest | - | 63,000 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (51,000 | ) | 9,000 | |||||
| Inventory | (131,000 | ) | (62,000 | ) | ||||
| Prepaids and other current assets | (180,000 | ) | 4,000 | |||||
| Deposits | - | (1,000 | ) | |||||
| Accounts payable and accrued expenses | 304,000 | 88,000 | ||||||
| Accrued payroll to officers | (1,095,000 | ) | 615,000 | |||||
| Lease liability | (31,000 | ) | (11,000 | ) | ||||
| Customer deposits | (19,000 | ) | 18,000 | |||||
| Net cash used in operating activities | (5,047,000 | ) | (785,000 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of property and equipment | (289,000 | ) | (75,000 | ) | ||||
| Net cash used in investing activities | (289,000 | ) | (75,000 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Payment of equipment purchase obligation | (15,000 | ) | (43,000 | ) | ||||
| Deferred offering costs | 230,000 | (230,000 | ) | |||||
| Proceeds from private sale of common stock subject to possible redemption | 180,000 | 420,000 | ||||||
| Proceeds from public sale of common stock, net | 11,029,000 | - | ||||||
| Proceeds from notes payable | 61,000 | 350,000 | ||||||
| Repayment of notes payable | (445,000 | ) | - | |||||
| Proceeds from loans payable – related party | 20,000 | 200,000 | ||||||
| Repayment of loans payable – related party | (557,000 | ) | - | |||||
| Proceeds from convertible debt obligations | - | 150,000 | ||||||
| Net cash provided by financing activities | 10,503,000 | 847,000 | ||||||
| Net increase (decrease) in cash | 5,167,000 | (13,000 | ) | |||||
| Cash and cash equivalents and restricted cash beginning of period | 171,000 | 184,000 | ||||||
| Cash and cash equivalents and restricted cash end of period | $ | 5,338,000 | $ | 171,000 | ||||
| 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 | $ | - | $ | 1,624,000 | ||||
| New right of use asset and lease liability | $ | 73,000 | $ | 34,000 | ||||
| Recording of deferred software licensing agreement | $ | 136,000 | $ | - | ||||
| Property and equipment purchased with debt | $ | - | $ | 58,000 | ||||
| Reclass of common stock subject to redemption to equity | $ | 420,000 | $ | - | ||||