SPGC Sacks Parente Golf Inc

 

 

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): July 18, 2024

 

SACKS PARENTE GOLF, INC.
(Exact name of registrant as specified in its charter)

 

Delaware		001-41701		82-4938288
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

551 Calle San Pablo
Camarillo, CA 93012

(Address of principal executive offices, including ZIP code)

 

855-774-7888

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 $0.01 per share		SPGC		The Nasdaq Stock Market, LLC

 

 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

On July 18, 2024, Sacks Parente Golf, Inc. (the “Company”) filed a Certificate of Amendment to amend its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effects a reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a ratio of 1-for-10 shares, effective as of 12:01 a.m. Eastern Time on July 30, 2024 (the “Reverse Stock Split”).

 

The Company expects that the Common Stock will begin trading on a post-split basis under its existing trading symbol, “SPGC,” when the market opens on July 30, 2024. The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 78577G202.

 

As a result of the Reverse Stock Split, every ten (10) shares of Common Stock will be automatically combined into one share of Common Stock. The total number of authorized shares of Common Stock will remain the same following the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity plans, and all then-outstanding awards under the Company’s equity plans, as applicable. The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

 

The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On July 24, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation, filed July 18, 2024
99.1		Press release dated July 24, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: July 24, 2024	SACKS PARENTE GOLF, INC.
	By:	/s/ Steve Handy
		Steve Handy, Chief Financial Officer

 

 

EXHIBIT 3.1

 

SACKS PARENTE GOLF, INC.

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

Sacks Parente Golf, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:

 

FIRST: Article IV of the Corporation’s Certificate of Incorporation, shall be amended to add the following paragraph to Section 4.03 of Article IV:

 

“(d) Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split and all certificates that otherwise would represent fractional shares shall be rounded up to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

 

SECOND: This Certificate of Amendment shall become effective on July 30, 2024 at 12:01 AM.

 

THIRD: This Certificate of Amendment was duly adopted in accordance with Sections 228 and 242 of the DGCL.

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of July 16, 2024.

 

	Sacks Parente Golf, Inc.
	By:	/s/ Gregor Campbell
	Name:	Gregor Campbell
	Title:	Executive Chairman

 

 

 

Exhibit 99.1

 

 

Sacks Parente Announces 1-For-10 Reverse Stock Split

 

CAMARILLO, CA, July 24, 2024 – Sacks Parente Golf Company, Inc. (Nasdaq: SPGC) (“SPG” or the “Company”), a technology forward golf company with a growing portfolio of golf products, including putters, golf shafts, golf grips, and other related accessories, announces that its board of directors has approved a 1-for-10 reverse stock split of the Company’s common stock.

 

The reverse stock split will become effective on July 30, 2024 at 12:01 am, Eastern Time, (“Effective Time”) and the Company’s common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) on July 30, 2024 at market open under the existing ticker symbol, “SPGC.” The reverse stock split is intended to increase the price per share of the Company’s common stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq, among other benefits.

 

As of the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will be combined into one share of common stock. The par value per share of our common stock will remain unchanged at $0.001. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s equity awards, options, and warrants, as well as the applicable exercise price, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans.

 

No fractional shares will be issued as a result of the reverse stock split; rather, the Company will issue a cash payment equal to the value of the fractional shares, so no stockholder will hold fractional shares following the reverse stock split.

 

The Company’s transfer agent, VStock Transfer, LLC, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of common stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

 

 

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/.

 

Media Contact for SPG:

 

Beth Gast

BG Public Relations

beth.gast@bgpublicrelations.com

 

Investor Contact for SPG:

 

CORE IR

516-222-2560

investors@sacksparente.com

 

 

 

v3.24.2

Cover	Jul. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41701
Entity Registrant Name	SACKS PARENTE GOLF, INC.
Entity Central Index Key	0001934245
Entity Tax Identification Number	82-4938288
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	551 Calle San Pablo
Entity Address, City or Town	Camarillo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93012
City Area Code	855
Local Phone Number	774-7888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	SPGC
Security Exchange Name	NASDAQ

---