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 August 29, 2024, Sacks Parente Golf, Inc. (the “Company”) entered into an offer letter (the “Letter”) with Douglas Samuelson pursuant to which Mr. Samuelson was appointed the Chief Financial Officer of the Company, effective as of September 9, 2024. The Company is filing this Current Report on Form 8-K on September 9, 2024, in conjunction with the public announcement of the appointment.
Mr. Samuelson, age 65, is a finance and accounting professional with over 25 years of experience. Since 2019, Mr. Samuelson served as Chief Financial Officer of Kairos Pharma, Ltd., a life science oncology company, where, on a part-time basis, he handled all financial reporting and handled or supervised all accounting functions. Also, from 2021 to 2023, Mr. Samuelson served as Vice President of Finance/Chief Financial Officer of Genelux Corporation, a publicly traded life science oncology company, where he handled all internal and external financial reporting, and handled or supervised all accounting functions. From 2016 to 2022, Mr. Samuelson served as the Chief Financial Officer of Wellness Center USA, Inc., a publicly traded manufacturer of medical devices, where, on a part time basis, he handled or supervised all accounting functions and handled all internal and external financial reporting. From 2016 to 2020, Mr. Samuelson served as Director of Accounting/Controller of Second Sight Medical Products, Inc., a publicly traded manufacturer of prosthetic devises, where he handled or supervised all accounting functions and handled all internal and external financial reporting. From 2018 to 2019, Mr. Samuelson served as Chief Financial Officer of AdvaVet, Inc., a developer of cancer drugs for animals, where, on a part time basis, he handled all accounting functions.
Pursuant to the Letter, Mr. Samuelson 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. Samuelson 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. Samuelson 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. Samuelson 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 8.01 | Other Events |
On September 9, 2024, the Company issued a press release announcing the appointment of Douglas Samuelson as the Company’s new Chief Financial Officer A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated by reference. The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
10.1 |
Offer Letter dated August 29, 2024 | |
99.1 |
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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: September 9, 2024 | SACKS PARENTE GOLF, INC. | |
| By: | /s/ Gregor Campbell | |
Gregor Campbell Executive Chairman, Chief Executive Officer | ||
| -3- |
Exhibit 10.1
August 29th, 2024
DOUGLAS SAMUELSON, CPA (Inactive)
6025 Macadam Ct, Agoura Hills, CA
Dear Doug,
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 September __, 2023 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 October 9, 2023.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
| Greg Campbell, Chairman | ||
| Understood and Accepted: | ||
| Doug Samuelson | Date |
Attachment: Employee Confidential Information and Inventions Assignment Agreement
Exhibit 99.1
Sacks Parente Golf Appoints Doug Samuelson as Chief Financial Officer
CAMARILLO, CA, September 9, 2024 – NEWTON GOLF: A Sacks Parente Company (Nasdaq: SPGC) (“NEWTON GOLF” or the “Company”), a technology-forward golf company with a growing portfolio of golf products, including putters, golf shafts, golf grips, and other golf-related accessories, announces the appointment of Doug Samuelson as its Chief Financial Officer, effective as of September 9, 2024.
“Doug’s extensive accounting and financial reporting experience, including roles as CFO of a number of publicly and privately traded companies, will be invaluable as we expect to continue our growth trajectory over the coming years. We welcome him to NEWTON GOLF and look forward to his contributions,” commented NEWTON GOLF Executive Chairman Greg Campbell.
Doug Samuelson, CPA (inactive), began his 30-year career with Arthur Anderson LLP, providing audit and business advisory services to many small-to-middle market companies. He later joined numerous public and privately-held companies and served in various financial reporting and audit roles, including as CFO for Response Genetics, Medacta USA, Smack Sportswear, Solis Tek, AdvaVet, Wellness Center USA, Genelux, and, most recently, Kairos Pharma, a position he held since 2019. Mr. Samuelson brings significant SEC reporting experience, Sarbanes Oxley compliance experience, and over 10 years in public accounting. He received his B.S. in Accounting from the University of Utah, his M.S. in Computer Science from California State University, Northridge, and was previously a Certified Public Accountant in the state of California.
“I am eager to join an emerging golf equipment provider and the team at NEWTON GOLF. The Company’s Newton Motion line of replacement golf shafts and innovative putters are contributing to strong revenue growth, and I’m excited to provide strategic financial leadership as the Company looks to continue its aggressive growth,” said Mr. Samuelson. “I believe my CFO experience with publicly traded companies will be valuable in supporting the Company’s vision.”
Mr. Samuelson replaces former CFO Steve Handy, who resigned to pursue other options and whose departure is not the result of any disagreement with management concerning the Company’s operations or management.
About Newton Golf: A Sacks Parente Company
NEWTON GOLF: A Sacks Parente Company, is a technology-forward golf company 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 www.newtongolfco.com or on social media at @newtongolfco.com, @newtonshafts, or @gravityputters.
Media Contact for NEWTON GOLF:
Beth Gast
BG Public Relations
Investor Contact for NEWTON GOLF:
CORE IR
516-222-2560