Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-281664
This
preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the
information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and
the accompanying base prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities
in any state or other jurisdiction where the offer or sale is not permitted.
(To
Prospectus dated September 23, 2024)
366,000
Shares of Common Stock
Pre-Funded Warrants
to purchase shares of Common Stock
SACKS
PARENTE GOLF, INC.
Sacks
Parente Golf, Inc. (the “Company,” “we” or “SPG”) is offering 366,000 shares of Common Stock,
$0.01 par value, of the Company (the “Shares”), at an offering price of $2.00 per share, pursuant to this prospectus
supplement and the accompanying base prospectus.
We
are also offering to each purchaser whose purchase of Shares in this offering would otherwise result in the purchaser, together with
its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding
shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses,
pre-funded warrants to purchase shares of Common Strock (the “Pre-funded Warrants”), in lieu of shares of Common Stock. The
purchase price of each Pre-funded Warrant is equal to the price per share being sold to the public in this offering, minus $0.0001. The
Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised
in full. For each Pre-funded Warrant we sell, the number of shares of Common Stock that we are offering will be decreased on a one-for-one
basis.
Our
shares of Common Stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SPGC.” The last reported
sale price of our shares of Common Stock on Nasdaq on October 8, 2024 was $3.55 per share.
As
of the date of this prospectus supplement, the aggregate market value of our outstanding shares of Common Stock held by non-affiliates,
or our public float, was $2,531,000 based on 667,825 outstanding shares of Common Stock held by non-affiliates and a per
share price of $3.79, which was the closing price of our shares of Common Stock on September 26, 2024 and is the highest
closing sale price of our shares of Common Stock on Nasdaq within the prior 60 days. In no event will we sell securities pursuant to
a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our public float in any
12-month calendar period so long as our public float remains below US$75 million and General Instruction I.B.6 of Form S-3 continues
to apply to us. As of the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6.
of Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement (but excluding
this offering). We are thus currently eligible to offer and sell up to an aggregate of $843,000 of our securities pursuant
to General Instruction I.B.6 of Form F-3.
We
are an emerging growth company and a smaller reporting company under Rule 405 of the United States Securities Act of 1933, as amended
(the “Securities Act”), and, as such, have elected to comply with certain reduced public company reporting requirements for
this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein and future
filings.
Investing
in these securities involves certain risks. See “Risk Factors” on page S-5 of this prospectus supplement and the accompanying
base prospectus, as well as the risk factors incorporated by reference into this prospectus supplement and accompanying base prospectus
for a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
| | |
Per Share | |
|
Total | |
| Price to the public | |
$ | 2.00 | |
|
$ | 732,000 | |
| Underwriting discounts and commissions(1) | |
$ | 0.14 | |
|
$ | 51,000 | |
| Proceeds to us, before expenses | |
$ | 1.86 | |
|
$ | 681,000 | |
| (1) |
We have agreed to reimburse the underwriter for certain expenses.
See “Underwriting” for a description of the compensation payable to the underwriter. |
We
have granted a 45-day option to the representatives of the underwriter to purchase up to an additional 54,900 shares of
Common Stock (equal to 15% of the number of shares of common stock and/or pre-funded warrants sold in this offering) or any
combination thereof, solely to cover over-allotments, if any.
The
underwriter expects to deliver the securities to purchasers on or about October 10, 2024.
Sole
Book-Running Manager
AEGIS
CAPITAL CORP.
The
date of this prospectus supplement is October 10, 2024
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
All
references to the terms the “Company,” “SPG,” “we,” “us” and “our” in this
prospectus supplement refer to Sacks Parente Golf, Inc., a corporation organized under the laws of the state of Delaware unless the context
requires otherwise.
This
prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 that we filed with the Securities
and Exchange Commission (the “Commission” or the “SEC”) utilizing the Commission’s “shelf”
registration rules. This document consists of two parts, this prospectus supplement, which provides you with specific information about
this offering, and the accompanying base prospectus, which provides more general information, some of which may not apply to this offering.
When we refer in this prospectus supplement to the term “this prospectus,” we are referring collectively to this prospectus
supplement, the accompanying base prospectus and any free-writing prospectus we may utilize pursuant to Rule 433 of the Securities Act.
This
prospectus supplement and the documents incorporated by reference herein may add, update or change information contained in the accompanying
base prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in
the accompanying base prospectus, the statements made in this prospectus supplement will be deemed to modify or supersede those made
in the accompanying base prospectus. You should read carefully this prospectus supplement, the accompanying base prospectus and the additional
information described under the headings “Where You Can Find More Information,” and “Incorporation of Certain Documents
by Reference” before making an investment decision.
You
should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus
relating to the offering described in this prospectus supplement. We have not authorized any person to provide you with different or
additional information. If anyone provides you with different or additional information, you should not rely on it.
You
should not assume that the information in this prospectus supplement, the accompanying base prospectus or any documents we incorporate
by reference herein or therein is accurate as of any date other than the respective dates on the front cover of those documents. Our
business, financial condition, results of operations and prospects may have changed since those dates.
We
are not offering or selling the securities offered hereby in any jurisdiction or to any person if such offer or sale is not permitted
by applicable law, rule or regulation.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary of our business highlights some of the information contained elsewhere in or incorporated by reference into this prospectus
supplement or the accompanying base prospectus. Because this is only a summary, it does not contain all of the information that may be
important to you. You should carefully read this prospectus supplement and the accompanying base prospectus, including the documents
incorporated by reference herein and therein, which are identified under “Incorporation of Certain Documents by Reference”
in this prospectus supplement and under “Incorporation of Certain Documents by Reference” in the accompanying base
prospectus. You should also carefully consider the matters discussed in the section in this prospectus supplement entitled “Risk
Factors” and in the accompanying base prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2023 and
in other documents incorporated herein by reference.
Our
Company
Overview
We
are a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips,
and other golf-related products. In consideration of our growth opportunities in shaft technologies, in April of 2022, we expanded our
manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Jospeh, Mo. It is
our intent to manufacture and assemble substantially all products in the United States as is economically feasible. We anticipate expansion
into golf apparel and other golf-related product lines to enhance our growth. Our future expansions may include broadening our offerings
through mergers, acquisitions or internal developments of product lines that are complementary to our premium brand.
We
currently sell our products through our website, resellers and distributors in the United States, Japan and South Korea.
Corporate
Information
We
were formed in 2018 as Sacks Parente Golf, LLC, a Delaware limited company. On March 18, 2022, we converted into a Delaware corporation
named Sacks Parente Golf, Inc. Pursuant to our Plan of Conversion, on March 18, 2022, all of the outstanding ownership interests in Sacks
Parente Golf, LLC and rights to receive such interest were converted into and exchanged for shares of capital stock of Sacks Parente
Golf, Inc.
On
August 17, 2023, we closed our initial public offering pursuant to which we sold 320,000 shares of our common stock at a price of $40
per share. We received total proceeds net of fees of $11,594,000. Our principal executive offices are located at 551 Calle San Pablo,
Camarillo, California 93012 and our phone number is (855) 774-7888.
We
effected a reverse stock split of 1-for-10 on July 30, 2024 in order to satisfy compliance with the Nasdaq listing rules to maintain
a closing bid price of our common stock of at least $1.00 per share. As a result of the reverse split, every 10 shares of common stock
were automatically combined into one share of common stock.
We
are an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act of 2012. As
an EGC, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging
growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation.
THE
OFFERING
The
following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full
text and more specific details contained elsewhere in this prospectus supplement and the accompanying base prospectus under NASDAQ marketing
symbol SPGC.
| Shares
of Common Stock offered |
|
366,000
shares of Common Stock. |
| |
|
|
| Pre-Funded
Warrants offered |
|
We
are also offering to those purchasers, if any, whose purchase of shares of Common Stock in
this offering would result in the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%)
of our outstanding shares of Common Stock immediately following the consummation of this
offering, the opportunity to purchase, if they so choose, up to Pre-funded Warrants, in lieu
of shares of Common Stock that would otherwise result in ownership in excess of 4.99% (or
9.99%, as applicable) of our outstanding shares of Common Stock.
This
prospectus supplement also relates to the offering of shares of Common Stock issuable upon exercise of the Pre-funded Warrants. |
| |
|
|
| Public
offering Price |
|
$2.00
per share |
| |
|
|
| Underwriter’s
over-allotment option |
|
We
have granted the underwriter a 45-day option from the date of this prospectus supplement, exercisable one or more times in whole
or in part, to purchase up to an additional 54,900 shares of Common Stock (15% of the total number of shares of Common Stock
and/or Pre-funded Warrants to be offered by us in the offering), solely to cover over-allotments, if any. |
| |
|
|
| Shares
of Common Stock outstanding following this offering(1) |
|
1,825,587 shares
of Common Stock, (or 1,880,487 shares of Common Stock if the underwriter exercises the option to purchase additional
securities in full). |
| Use
of proceeds |
|
We
estimate that our net proceeds from this offering will be approximately $536,000 (or
approximately $638,000 if the underwriter exercises its option to purchase additional
shares of Common Stock and/or Pre-funded Warrants in full), after deducting the underwriting
discounts and commissions and estimated offering expenses payable by us, and assuming full
exercise of the Pre-funded Warrants.
We
intend to use the net proceeds from this offering for general corporate and working capital
needs. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this
offering. |
| |
|
|
| Risk
factors |
|
An
investment in our company involves a high degree of risk. Please refer to the sections titled “Risk Factors,”
“Cautionary Note About Forward-Looking Statements” and other information included or incorporated by reference
in this prospectus supplement and the accompanying base prospectus for a discussion of factors you should carefully consider before
investing our securities. |
| |
|
|
| Nasdaq
Capital Market symbol |
|
Our
shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “SPGC”. There is no established trading
market for the Pre-funded Warrants, and we do not expect a trading market to develop. We do not intend to list the Pre-funded Warrants
on any securities exchange or nationally recognized trading system. |
| (1) | The
number of our shares of Common Stock outstanding is based on 1,459,587 shares of Common Stock
outstanding as of September 30, 2024, which excludes: |
| ● | 220,160
shares issuable upon exercise of outstanding stock options with a weighted average exercise
price of $9.44 per share. |
Unless
otherwise indicated, all information in this prospectus supplement assumes no exercise of outstanding options described above.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, the risks
described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which
is incorporated by reference into this prospectus supplement and the accompanying base prospectus, and under similar headings in our
subsequently filed reports on Form 8-K, and other information contained in or incorporated by reference in this prospectus supplement
and the accompanying base prospectus, including our audited consolidated financial statements and the related notes, as well as our unaudited
condensed consolidated financial statements and the related notes, before you decide whether to purchase our securities. If any of the
following risks actually occur, our business, financial condition, results of operations, cash flow and prospects could be materially
and adversely affected. As a result, the trading price of our shares of Common Stock could decline and you could lose all or part of
your investment in our securities.
Risks
Related to This Offering
The
sale of a substantial amount of our shares of Common Stock could adversely affect the prevailing market price of our shares of Common
Stock.
We
are offering 366,000 shares of Common Stock. Sales of substantial amounts of our shares of Common Stock in the
public market, or the perception that such sales might occur, could adversely affect the market price of our shares of Common Stock.
Furthermore, in the future, we may issue additional shares of Common Stock or other equity or debt securities convertible into shares
of Common Stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price
to decline.
Our
management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds,
and the proceeds may not be invested successfully.
Our
management will have broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other
than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard
to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds
are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return
for us.
You
may experience immediate and substantial dilution in the net tangible book value per share you purchase in the offering.
The
offering price per share in this offering may exceed the net tangible book value per share outstanding prior to this offering. After
giving effect to the sale by us of 366,000 shares of Common Stock at a price of $2.00 per share, and
after deducting commissions and estimated offering expenses payable by us, you will experience immediate dilution of $0.28 per
share, representing the difference between our net tangible book value per share as of June 30, 2024 after giving effect to
this offering and the offering price. The exercise of outstanding warrants and stock options may also result in further dilution of your
investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you may incur
if you participate in this offering.
There
is no public market for the Pre-funded Warrants being offered in this offering, and we do not expect a market to develop for the Pre-funded
Warrants.
There
is no established public trading market for the Pre-funded Warrants being offered in this offering, and we do not expect a market to
develop. In addition, we do not intend to apply to list the Pre-funded Warrants on any national securities exchange or other nationally
recognized trading system. Without an active market, the liquidity of the Pre-funded Warrants will be limited. Further, the existence
of the Pre-funded Warrants may act to reduce both the trading volume and the trading price of our shares of Common Stock.
The
Pre-funded Warrants are speculative in nature.
Except
as otherwise provided in the Pre-funded Warrants, until holders of Pre-funded Warrants acquire shares of Common Stock upon exercise of
the Pre-funded Warrants, holders of Pre-funded Warrants will have no rights with respect to our shares of Common Stock underlying such
Pre-funded Warrants. Upon exercise of the Pre-funded Warrants, the holders will be entitled to exercise the rights of a shareholder of
our shares of Common Stock only as to matters for which the record date occurs after the exercise date.
Moreover,
following this offering, the market value of the Pre-funded Warrants is uncertain. There can be no assurance that the market price of
our shares of Common Stock will ever equal or exceed the price of the Pre-funded Warrants, and, consequently, whether it will ever be
profitable for investors to exercise their Pre-funded Warrants.
We
will not receive any meaningful amount of additional funds upon the exercise of the Pre-funded Warrants.
Each
Pre-funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise
or through a “cashless exercise” procedure. Accordingly, we will not receive any meaningful additional funds upon the exercise
of the Pre-funded Warrants.
Holders
of the Pre-funded Warrants will have no rights as common shareholders until such holders exercise their Pre-funded Warrants and acquire
our shares of Common Stock.
Until
holders of the Pre-funded Warrants exercise their Pre-funded Warrants and acquire shares of Common Stock, such holders will have no rights
with respect to the shares of Common Stock underlying such Pre-funded Warrants. Upon exercise of the Pre-funded Warrants, the holders
will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise
date.
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING INFORMATION
This
prospectus supplement and the documents incorporated by reference herein contain “forward-looking statements,” as that term
is defined under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include projections and estimates concerning
our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive
position, industry environment, and potential growth opportunities. In some cases, you can identify forward- looking statements by terms
such as “may”, “will”, “should”, “believe”, “expect”, “could”,
“intend”, “plan”, “anticipate”, “estimate”, “continue”, “predict”,
“project”, “potential”, “target,” “goal” or other words that convey the uncertainty of
future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have
based these forward-looking statements on our current expectations and assumptions about future events. While our management considers
these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred,
they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties,
most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among
others, those discussed in this prospectus supplement and the documents incorporated by reference herein, may cause our actual results,
performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking
statements in this prospectus supplement and the documents incorporated by reference herein. Risks and uncertainties, the occurrence
of which could adversely affect our business, include, but are not limited to, the following:
| ● | our
limited operating history and net losses; |
| ● | A
reduction in the number of rounds of golf played or in the number of golf participants could
adversely affect sales; |
| ● | We
may have limited opportunities for future growth in sales of golf products; |
| ● | We
may face increased labor costs or labor shortages that could slow growth and adversely affect
our business, results of operations and financial condition; |
| ● | Unfavorable
economic conditions, including future pandemics, inflation or otherwise, could have a negative
impact on consumer discretionary spending and therefore negatively impact our results of
operations, financial condition and cash flows; |
| ● | A
severe or prolonged economic downturn could adversely affect our wholesale customers’
financial condition, their levels of business activity and their ability to pay trade obligations; |
| ● | We
face intense competition in all of our markets, and if we are unable to compete effectively,
it could have a material adverse effect on our business, results of operations, financial
condition and growth prospects; |
| ● | If
we are unable to successfully manage the introduction of new products that perform and satisfy
changing consumer preferences, it could significantly and adversely impact financial performance
and prospects for future growth; |
| ● | Our
golf equipment, golf gear and other related golf business products could have a concentrated
customer base. The loss of a major customer could have a significant effect on our sales; |
| ● | Our
business depends on a strong brand and related reputation, and if we are not able to build,
maintain and enhance our brand or build a strong reputation, our sales may be adversely affected; |
| ● | International
political instability and terrorist activities may decrease demand for our products and disrupt
our business; |
| ● | Our
business could be harmed by the occurrence of natural disasters, pandemic diseases, or other
emergencies; |
| ● | Our
business and operating results are subject to seasonal fluctuations, which could result in
fluctuations in our operating results and stock price; |
| ● | Changes
in equipment standards under applicable Rules of Golf could adversely affect our business; |
| ● | Our
sales and business could be materially and adversely affected if professional athletes, celebrities
and other endorsers do not endorse or use our products; |
| ● | Any
significant changes in U.S. trade or other policies that block, or restrict imports or increase
import tariffs could have a material adverse effect on results of operations; |
| ● | Our
current senior management team and other key executives are critical to our success, and
the loss of, and failure to adequately replace, any individual executive, or manager, could
significantly harm our business; |
| ● | Our
independent auditor has expressed substantial doubt about our ability to continue as a going
concern; |
| ● | Failure
to adequately enforce our intellectual property rights could adversely affect our reputation
and sales; |
| ● | We
may become subject to intellectual property claims or lawsuits that could cause it to incur
significant costs or pay significant damages or that could prohibit us from selling our products; |
| ● | We
are exposed to risks associated with doing business globally and manufacturing in the USA; |
| ● | Any
difficulties from strategic acquisitions or strategic partnerships we pursue or consummate
could adversely affect business, financial condition and our results of operations; |
| ● | If
we inaccurately forecast demand for our products, we may manufacture either insufficient
or excess quantities, which, in either case, could adversely affect our financial performance; |
| ● | Our
planned international business expansions could adversely affect results if they fail to
successfully transition and grow revenue; |
| ● | We
depend on single source or a limited number of suppliers for some of the components of in
our products, and the loss of any of these suppliers could harm our business; |
| ● | A
significant disruption in the operations of our assembly and golf shaft manufacturing facilities
could have a material adverse effect on our sales, profitability and results of operations; |
| ● | A
disruption in the service or a significant increase in the cost of our primary delivery and
shipping services for our products and component parts or a significant disruption at shipping
ports could have a material adverse effect on our business; |
| ● | The
costs and availability of finished products, product components and raw materials could affect
our operating results; |
| ● | We
may be subject to product warranty claims that require the replacement or repair of products
sold. Such warranty claims could adversely affect our results of operations and relationships
with our customers; |
| ● | Our
growth initiatives require significant capital investments and there can be no assurance
we will realize a positive return on these investments; |
| ● | Sales
of our products by unauthorized retailers or distributors could adversely affect our authorized
distribution channels and harm our reputation; |
| ● | We
rely on research and development, technical innovation and high-quality products to successfully
compete; |
| ● | We
rely on information systems that assist in the management of our manufacturing, inventory,
distribution, engineering, sales and other functions. If our information systems were to
fail to perform these functions adequately or if we experienced an interruption in operation,
including a breach in cyber security, our business and results of operations could suffer; |
| ● | Cyber-attacks,
unauthorized access to, or accidental disclosure of, consumer personally-identifiable information,
that we or our vendors collect through our websites or stores on servers may result in significant
expense and negatively impact our reputation and business; |
| ● | We
are subject to many federal, state, local and foreign laws, as well as other statutory and
regulatory requirements, with which compliance can be both costly and complex. Our failure
to comply with, or adapt to changes in these laws or requirements, could have an adverse
impact on our business; |
| ● | potential
delisting resulting in reduced liquidity of our shares of Common Stock. |
Given
the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this prospectus
supplement or the documents incorporated by reference herein. The forward-looking statements contained in this prospectus supplement
and the documents incorporated by reference herein are not guarantees of future performance and our actual results of operations and
financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial
condition are consistent with the forward-looking statements in this prospectus supplement and the documents incorporated by reference
herein, they may not be predictive of results or developments in future periods.
Any
forward-looking statement that we make in this prospectus supplement or the documents incorporated by reference herein speak only as
of the date of this prospectus supplement or the document incorporated by reference herein, as applicable. Except as required by law,
we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking
statements in this prospectus supplement or the documents incorporated by reference herein, whether as a result of new information, future
events or otherwise, after the date of this prospectus supplement.
USE
OF PROCEEDS
We
estimate that the net proceeds to us from this offering of securities will be approximately $536,000, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us.
We
intend to use the net proceeds from this offering for capital expenditures, to increase operating capacity, working capital and general
corporate purposes. Our net proceeds will be utilized for general corporate and working capital needs.
This
expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. Our
management will have discretion in allocating the net proceeds in accordance with the above priorities and purposes. The amounts and
timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts,
whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our business.
DILUTION
If
you invest in our shares of Common Stock in this offering, your interest will be diluted to the extent of the difference between the
public offering price per share (assuming no Pre-funded Warrants are sold in the offering) and the as adjusted net tangible book value
per share immediately after the closing of this offering (assuming no Pre-funded Warrants are sold in the offering). Net tangible book
value per share represents our total tangible assets less our total liabilities, divided by the number of outstanding shares of Common
Stock. As of June 30, 2024, our unaudited net tangible book value was $3,627,000 or $2.48 per share.
The
net proceeds from our sale of 366,000 shares of Common Stock in this offering at the public offering price of $2.00 per
share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible
book value as of June 30, 2024, would have been $4,163,000, or $2.28 per share, assuming no Pre-funded Warrants
are sold in the offering. This represents an immediate decrease in as adjusted net tangible book value of $0.20 per share
to our existing shareholders and an immediate dilution of $0.28 per share to investors purchasing shares of Common Stock in this
offering.
We
calculate dilution per share to new investors by subtracting the as adjusted net tangible book value per share from the public offering
price paid by the new investor. The following table illustrates the dilution to new investors on a per share basis:
| Public offering price per share | |
$ | 2.00 | |
| Historical net tangible book value per share as of June 30, 2024 | |
$ | 2.48 | |
| Decrease in as adjusted net tangible book value per share attributable to this offering | |
$ | 0.20 | |
| As adjusted net tangible book value per share after this offering | |
$ | 2.28 | |
| Dilution in as adjusted net tangible book value per share in this offering | |
$ | 0.28 | |
If
the underwriter’s over-allotment option is exercised in full, the as adjusted net tangible book value per share after giving effect
to this offering, assuming the public offering price of $2.00, would be $2.27 per share, representing an immediate dilution
to existing shareholders of $0.21 per share, and immediate increase to new investors in this offering of $0.27
per share.
The
foregoing calculations as of June 30, 2024 and excludes as of such date:
| ● | 220,160
shares
issuable upon exercise of outstanding stock options with a weighted average exercise price
of $9.44 per share. |
DESCRIPTION
OF SECURITIES
The
following description is a summary of some of the terms of the securities we are offering. The descriptions in this prospectus supplement
and the accompanying base prospectus of the securities does not purport to be complete and is subject to, and qualified in their entirety
by reference to, our organizational documents, copies of which have been or will be filed or incorporated by reference as exhibits to
the registration statement of which this prospectus supplement and the accompanying base prospectus form a part. This summary supplements
the description of our shares of Common Stock in the accompanying base prospectus and, to the extent it is inconsistent, replaces the
description in the accompanying base prospectus.
We
are offering 366,000 shares of Common Stock. We are also offering to each purchaser whose purchase of shares of Common Stock in
this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning
more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately following the consummation
of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-funded Warrants, in lieu of shares of Common Stock.
Shares
of Common Stock
The
material terms and provisions of our shares of Common Stock are described under the heading “Description of Shares of Common
Stock” starting on page 3 of the accompanying base prospectus.
Pre-Funded
Warrants
The
following is a summary of the material terms and provisions of the pre-funded warrants that are being offered hereby. This summary is
subject to and qualified in its entirety by the form of Pre-funded Warrants, which has been provided to the investors in this offering
and which will be filed with the SEC as an exhibit to a Current Report on Form 8-K in connection with this offering and incorporated
by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully
review the terms and provisions of the form of pre-funded warrant for a complete description of the terms and conditions of the pre-funded
warrants.
Duration
and Exercise
The
Pre-funded Warrants offered hereby will have an exercise price of $0.0001 per share. The Pre-funded Warrants will be immediately exercisable
and may be exercised at any time after their original issuance until such Pre-funded Warrants are exercised in full. The exercise price
and number of shares of Common Stock issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share
splits, reorganizations or similar events affecting our shares of Common Stock.
Exercisability
The
Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a
cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants
to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common
Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase
the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Pre-funded Warrants up to 9.99% of
the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Pre-funded Warrants.
Cashless
Exercise
The
Pre-funded Warrants will also be exercisable on a “cashless exercise” basis under which the holder will receive upon such
exercise a net number of shares of Common Stock determined according to a formula set forth in the Pre-funded Warrants.
Fundamental
Transactions
In
the event of any fundamental transaction, as described in the Pre-funded Warrants and generally including any merger with or into another
entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of Common Stock,
then upon any subsequent exercise of a Pre-funded Warrant, the holder will have the right to receive as alternative consideration, for
each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction,
the number of shares of Common Stock of the successor or acquiring corporation or of our Company, if it is the surviving corporation,
and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock
for which the Pre-funded Warrant is exercisable immediately prior to such event.
Transferability
In
accordance with its terms and subject to applicable laws, a Pre-funded Warrant may be transferred at the option of the holder upon surrender
of the Pre-funded Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer
taxes (if applicable).
Fractional
Shares
No
fractional shares of Common Stock will be issued upon the exercise of the Pre-funded Warrants. Rather, the number of shares of Common
Stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market
There
is no established trading market for the Pre-funded Warrants, and we do not expect a market to develop. We do not intend to apply for
a listing for the Pre-funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading
market, the liquidity of the Pre-funded Warrants will be limited.
Rights
as a Shareholder
Except
as otherwise provided in the Pre-funded Warrants or by virtue of the holders’ ownership of shares of Common Stock, the holders
of Pre-funded Warrants will not have the rights or privileges of holders of our shares of Common Stock, including any voting rights,
until such Pre-funded Warrant holders exercise their warrants.
Amendment
and Waiver
The
Pre-funded Warrants may be modified or amended with the written consent of the Company and the holder.
UNDERWRITING
Aegis
Capital Corp., or Aegis or the underwriter, is the underwriter and the book-running manager of this offering. Under the terms of an underwriting
agreement, which is filed as an exhibit to the registration statement, we have agreed to sell to the underwriter and the underwriter
has agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this
prospectus supplement, the following number of shares of Common Stock and Pre-funded Warrants:
| Underwriter | |
Number of shares of Common Stock | |
| Aegis Capital Corp. | |
| 366,000 | |
The
underwriting agreement provides that the underwriter’s obligation to purchase shares of Common Stock and Pre-funded Warrants depends
on the satisfaction of the conditions contained in the underwriting agreement including:
| ● | the
representations and warranties made by us to the underwriter are true; |
| ● | there
is no material change in our business or the financial markets; and |
| ● | we
deliver customary closing documents to the underwriter. |
The
underwriter has agreed to purchase all of the shares of Common Stock offered by this prospectus (other than those covered by the over-allotment
option described below), if any are purchased under the underwriting agreement.
The
underwriter is offering the shares of Common Stock and Pre-funded Warrants subject to various conditions and may reject all or part of
any order. The underwriter has advised us that it proposes to offer the shares of Common Stock and Pre-funded Warrants directly to the
public at the public offering price per share and Pre-funded Warrant, as applicable, that appears on the cover page of this prospectus
supplement. In addition, the representative may offer some of the shares of Common Stock to other securities dealers at such price less
a concession of $0.07 per share. After the shares of Common Stock are released for sale to the public, the representative
may change the offering price and other selling terms at various times.
Over-Allotment
Option
We
have granted the underwriter an over-allotment option. This option, which is exercisable for up to forty-five (45) days after the closing
of the offering, permits the underwriter to purchase a maximum of additional shares of Common Stock (i.e., up to 15% of the shares of
Common Stock and/or pre-funded warrants sold in this offering) from us to cover over-allotments, if any. The purchase price to be paid
per additional share will be equal to the public offering price per share, less the underwriting discount. We will be obligated, pursuant
to the option, to sell these additional shares of Common Stock to the underwriter to the extent the option is exercised. If any additional
shares of Common Stock are purchased, the underwriter will offer the additional shares of Common Stock on the same terms as those on
which the other shares of Common Stock are being offered hereunder. If this over-allotment option is exercised in full, the total offering
price to the public will be approximately $ million, and the total net proceeds, before expenses and after deducting the underwriting
discounts described above, to us will be approximately $ million (based upon a public offering price of $ per share).
Underwriting
Discounts and Expenses
The
following table shows the per share and total underwriting discounts we will pay to Aegis. These amounts are shown assuming both no exercise
and full exercise of the underwriter’s option to purchase additional securities.
| |
|
|
|
|
|
|
Total |
|
| |
|
|
Per
Share |
|
|
|
No
Exercise |
|
Full
Exercise |
|
| Public
offering price |
|
$ |
2.00 |
|
|
$ |
732,000 |
|
$ |
842,000 |
|
| Underwriting
discounts to be paid by us (7.0%): |
|
$ |
(0.14 |
) |
|
$ |
(51,000 |
) |
$ |
(59,000 |
) |
| Proceeds,
before expenses, to us |
|
$ |
1.86 |
|
|
$ |
681,000 |
|
$ |
783,000 |
|
We
have also agreed to reimburse the underwriter for certain of its expenses, including “roadshow,” diligence, and reasonable
legal fees and disbursements, in an amount not to exceed $75,000 in the aggregate. We estimate that the total expenses of the offering
payable by us, excluding underwriting discounts, will be approximately $145,000.
Stabilization
In
accordance with Regulation M under the Exchange Act, the underwriter may engage in activities that stabilize, maintain or otherwise affect
the price of our shares of Common Stock, including short sales and purchases to cover positions created by short positions, stabilizing
transactions, syndicate covering transactions, penalty bids and passive market making.
| ● | Short
positions involve sales by the underwriter of shares of Common Stock in excess of the number
of shares the underwriter is obligated to purchase, which creates a syndicate short position.
The short position may be either a covered short position or a naked short position. In a
covered short position, the number of shares involved in the sales made by the underwriter
in excess of the number of shares they are obligated to purchase is not greater than the
number of shares that they may purchase by exercising their option to purchase additional
shares. In a naked short position, the number of shares involved is greater than the number
of shares in their option to purchase additional shares. The underwriter may close out any
short position by either exercising their option to purchase additional shares or purchasing
shares in the open market. |
| ● | Stabilizing
transactions permit bids to purchase the underlying security as long as the stabilizing bids
do not exceed a specific maximum price. |
| ● | Syndicate
covering transactions involve purchases of our shares of Common Stock in the open market
after the distribution has been completed to cover syndicate short positions. In determining
the source of shares to close out the short position, the underwriter will consider, among
other things, the price of shares available for purchase in the open market as compared to
the price at which they may purchase shares through the underwriter’s option to purchase
additional shares. If the underwriter sells more shares than could be covered by the underwriter’s
option to purchase additional shares, thereby creating a naked short position, the position
can only be closed out by buying shares in the open market. A naked short position is more
likely to be created if the underwriter is concerned that there could be downward pressure
on the price of the shares in the open market after pricing that could adversely affect investors
who purchase in the offering. |
| ● | Penalty
bids permit the representative to reclaim a selling concession from a syndicate member when
the shares of Common Stock originally sold by the syndicate member is purchased in a stabilizing
or syndicate covering transaction to cover syndicate short positions. |
| ● | In
passive market making, market makers in our shares of Common Stock who are underwriters or
prospective underwriters may, subject to limitations, make bids for or purchase our shares
of Common Stock until the time, if any, at which a stabilizing bid is made. |
These
activities may have the effect of raising or maintaining the market price of our shares of Common Stock or preventing or retarding a
decline in the market price of our shares of Common Stock. As a result of these activities, the price of our shares of Common Stock may
be higher than the price that might otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and,
if commenced, may be discontinued at any time.
Neither
we nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the price of our Shares of Common Stock. In addition, neither we nor the underwriter makes any representation that
Aegis will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
Discretionary
Accounts
The
underwriter has informed us that they do not expect to make sales to accounts over which they exercise discretionary authority in excess
of five percent (5%) of the securities being offered in this offering.
Indemnification
We
have agreed to indemnify Aegis, its affiliates, and each person controlling Aegis against any losses, claims, damages, judgments, assessments,
costs, and other liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising
out of the offering, undertaken in good faith.
Lock-Up
Agreements
Pursuant
to certain “lock-up” agreements, our executive officers, directors, employees and holders of at least 10% of our Company’s
shares of Common Stock and securities exercisable for or convertible into its shares of Common Stock outstanding immediately upon the
closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell,
or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement
that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any Shares
of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock (“Lock-Up Securities”),
whether currently owned or subsequently acquired, without the prior written consent of the underwriter, for a period of sixty (60) days
after the closing date of the offering.
The
underwriter, in its sole discretion, may release the shares of Common Stock and other securities subject to the lock-up agreements described
above in whole or in part at any time. When determining whether or not to release shares of Common Stock and other securities from lock-up
agreements, the underwriter will consider, among other factors, the holder’s reasons for requesting the release, the number of
shares of Common Stock and other securities for which the release is being requested and market conditions at the time.
Company
Standstill
We
have agreed, for a period of nine (9) months after the closing date of the offering (the “Standstill Period”), that without
the prior written consent of Aegis, we will not (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly,
any equity of our Company or any securities convertible into or exercisable or exchangeable for equity of our Company; (b) file or caused
to be filed any registration statement with the Commission relating to the offering of any equity of our Company or any securities convertible
into or exercisable or exchangeable for equity of our Company; or (c) enter into any agreement or announce the intention to effect any
of the actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill Restrictions”). So long as
none of such equity securities shall be saleable in the public market until the expiration of the Standstill Period, the following matters
shall not be prohibited by the Standstill Restrictions: (i) the adoption of an equity incentive plan and the grant of awards or equity
pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; and (ii) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of our Company, provided that such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the
filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall
only be to a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of our Company and shall provide to our Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which our Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in securities. In no event should any equity transaction
during the Standstill Period result in the sale of equity at an offering price to the public less than that of this offering.
Right
of First Refusal
We
have granted Aegis a right of first refusal for a period of 6 months from the closing of this offering to act as (i) sole book-runner,
sole manager, sole placement agent or sole agent in the event we decide to finance or refinance any of our indebtedness and (ii) sole
book-running manager, sole underwriter or sole placement agent in the event we decided to raise funds by means of a public offering (including
an at-the-market offering) or a private placement or any other capital raising financing of equity, equity-linked or debt securities.
Tail
Financing
Aegis
will be entitled to success fees from our company with respect to any public or private offering or other financing or capital raising
transaction of any kind by our company to the extent that such financing is provided to our company by investors that Aegis had introduced
to our company during the engagement period, if such tail financing is consummated at any time within the six-month period following
the expiration or termination of the letter of engagement between Aegis and our company.
Other
Relationships
The
underwriter is a full-service financial institution engaged in various activities, which may include sales and trading, commercial and
investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and
other financial and non-financial activities and services. The underwriter may in the future provide various investment banking, commercial
banking and other financial services for us and our affiliates for which they may in the future receive customary fees.
In
the ordinary course of its business activities, the underwriter and its affiliates, officers, directors and employees may purchase, sell
or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps
and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities
may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligation or otherwise)
publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend
to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Electronic
Offer, Sale and Distribution of Shares
A
prospectus in electronic format may be made available on the websites maintained by the underwriter, if any, participating in this offering
and the underwriter participating in this offering may distribute prospectuses electronically. The underwriter may agree to allocate
a number of Shares for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriter that
will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information
on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus
forms a part, has not been approved or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon
by investors.
Offer
Restrictions Outside the United States
Other
than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered
by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be
offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with
the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectus are
advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in
any jurisdiction in which such an offer or a solicitation is unlawful.
Transfer
Agent and Registrar
The
transfer agent and registrar for our shares of Common Stock is VStock Transfer, LLC.
Trading
Market
Our
shares of Common Stock are listed on Nasdaq under the symbol “SPGC.” We do not intend to apply for listing of the Pre-funded
Warrants on any securities exchange or other nationally recognized trading system.
LEGAL
MATTERS
The
validity of the securities offered hereby and certain legal matters related to United States federal law will be passed upon by TroyGould
PC, Los Angeles, California. Kaufman & Canoles P.C., Richmond, Virginia has acted as counsel for the underwriter.
EXPERTS
Our
Company’s financial statements as of and for the fiscal year ended December 31, 2023, incorporated by reference into this prospectus
supplement have been audited by Weinberg & Company, P.A. (“Weinberg”), an independent registered public accounting firm,
as set forth in their report thereon. Such financial statements have been so included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing. Weinberg is independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB on auditor independence. Weinberg’s
headquarters are located at Los Angeles, California.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual reports on Form 10-K, reports on Form 8-K, and other information with the SEC under the Exchange Act. The SEC maintains an
Internet site that contains reports and other information that we file electronically with the SEC and which are available at the SEC’s
website at http://www.sec.gov/edgar. In addition, we maintain an Internet website at www.floragrowth.com. Information contained on, or
accessible through, our website is not incorporated into or made a part of this prospectus supplement or the accompanying base prospectus
or the registration statement of which this prospectus supplement and the accompanying base prospectus form a part.
This
prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered
hereby. This prospectus supplement does not contain all of the information included in the registration statement, including certain
exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address
listed above or from the SEC’s website listed above.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference certain information that we filed with the SEC prior to the date of this prospectus supplement
and that we will file in the future, which means that we can disclose important information to you by referring you to those documents.
The information that we incorporate by reference is considered to be part of this prospectus supplement and the accompanying base prospectus
and should be read with the same care. Information that we file with the SEC in the future and incorporate by reference in this prospectus
supplement automatically updates and supersedes previously filed information as applicable.
We
incorporate by reference into this prospectus supplement the following documents filed by us with the SEC, other than any portion of
any such documents that is not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC
rules:
| ● | our
Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March
18, 2024; |
| | | |
| | ● | our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 30, 2024; and our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on
August 5, 2024; and |
| | | |
| ● | the
Company’s Registration Statement on Form 8-A filed with the SEC on May 11, 2023, in
which there is described the terms, rights and provisions applicable to the shares of the
Company’s shares of Common Stock, including any amendment or report filed for the purpose
of updating such description. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02, 7.01
and 9.01 of Form 8-K or any other information that is identified as “furnished” rather than filed) shall also be deemed to
be incorporated by reference into this prospectus.
Any
statements made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained
in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference
in this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
We
will provide without charge to each person, including any shareholder, to whom a prospectus supplement is delivered, upon written or
oral request of that person, a copy of any and all of the information incorporated by reference into this prospectus supplement. Please
direct requests to us at the following address:
Sacks
Parente Golf, Inc.
Attention:
Doug Samuelson, Chief Financial Officer
551
Calle San Pablo
Camarillo,
California 93012
Tel:
(833) 776-6659
PROSPECTUS
SACKS
PARENTE GOLF, INC.
$25,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
From
time to time, we may offer and sell up to an aggregate amount of $25,000,000 of any combination of the securities described in this prospectus
in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise
of any securities registered hereunder, including any applicable antidilution provisions. We may sell the securities to or through underwriters
and also to other purchasers or through agents. The names of any underwriters or agents, and any fees, discounts or other compensation
payable to them will be set forth in the applicable prospectus supplement accompanying this prospectus.
We
will provide the specific terms of these offerings in one or more supplements to this prospectus. We may also authorize one or more free
writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing
prospectus may also update or change information contained in this prospectus. You should carefully read this prospectus, the applicable
prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any
of the securities being offered.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SPGC”. On August 9, 2024, the last reported sale price
of our common stock on The Nasdaq Capital Market was $3.35 per share. As of August 9, 2024, the aggregate market value of our outstanding
shares of Common Stock held by non-affiliates was $2,542,600 based on 1,459,587 shares of common stock outstanding, of which 758,985
shares were held by non-affiliates on such date, and based on a closing sale price of our common stock of $3.35 per share on that date.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding
1/3 of our public float in any 12-month period so long as our public float remains below $75,000,000.
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers, or
through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We
may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters
or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their
names and the nature of our arrangements with them in a prospectus supplement. The price to the public of such securities and the net
proceeds we expect to receive from any such sale by us will also be included in a prospectus supplement.
Investing
in our securities involves significant risks. You should review carefully the risks and uncertainties described under the heading “Risk
Factors” beginning on page 5 of this prospectus and in any applicable prospectus supplement and free writing prospectuses we have
authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by
reference into this prospectus or any prospectus supplement or free writing prospectuses.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ___________, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell, either
individually or in combination, in one or more offerings, up to a total dollar amount of $25,000,000 of shares of our common stock (“Common
Stock”), preferred stock (“Preferred Stock”), various series of debt securities, rights to purchase shares of our Common
Stock or Preferred Stock, and/or warrants to purchase any such securities, either individually or as units comprised of a combination
of one or more of the other securities .
This
prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus,
we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also update or change any of the information
contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully
this prospectus, any applicable prospectus supplement and any related free writing prospectuses we have authorized for use in connection
with a specific offering, together with the information incorporated herein by reference as described under the heading “Information
Incorporated by Reference”, before buying any of the securities being offered.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering.
We have not authorized anyone to provide you with information in addition to or different from that contained in this prospectus, any
applicable prospectus supplement and any related free writing prospectus. We take no responsibility for and can provide no assurances
as to the reliability of, any information not contained in this prospectus, any applicable prospectus supplement or any related free
writing prospectus that we may authorize to be provided to you. This prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus,
any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale
of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
References
in this prospectus to the terms “Sacks Parente”, “we”, “us”, “our” or the “Company”
or other similar terms refer, collectively, to Sacks Parente Golf, Inc., unless we state otherwise or the context indicates otherwise.
When
we refer to “you”, we mean the potential holders of the applicable series of securities.
NOTE
ABOUT FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated herein by reference includes forward-looking statements within the meaning of Section 27A
of the Securities Act, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For this purpose, any statements contained herein, other than statements of historical fact, may be
forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including any statements about
our future performance, business, financial condition, strategic transactions (including mergers, acquisitions and management services
agreements), sources of revenue, operating results, plans, objectives, expectations and intentions; any statements regarding future economic
conditions; and any statements of belief or assumptions including underlying any of the foregoing. In this prospectus and the information
incorporated herein by reference, words such as “anticipate”, “believe”, “estimate”, and variations
of such words or similar expressions are used to identify these forward-looking statements. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various important factors. These risks are described in greater detail
in the section entitled “Risk Factors” of this prospectus. Many of these factors that will determine actual results are beyond
our ability to control or predict. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, actual
results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by
these forward-looking statements. In addition, any forward-looking statements in this prospectus represent our views only as of the date
of this prospectus and should not be relied upon as representing our views as of any subsequent date. We anticipate that subsequent events
and developments will cause its views to change. However, while we may elect to update these forward-looking statements publicly at some
point in the future, we specifically disclaim any obligation to do so, except as may be required by law, whether as a result of new information,
future events or otherwise. Our forward-looking statements generally do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments we may make.
Refer
to the section entitled “Risk Factors” of this prospectus, and any other risk factors set forth in any accompanying prospectus
supplement and in any information incorporated by reference in this prospectus or any accompanying prospectus supplement to better understand
the risks and uncertainties inherent in our business and underlying any forward-looking statements, as well as any other risk factors
and cautionary statements described in the documents we file from time to time with the SEC, specifically our most recent Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements on Schedule 14A and Current Reports on Form 8-K, including
sections therein titled “Risk Factors” and “Note About Forward-Looking Statements”, respectively. See “Information
Incorporated by Reference” in this prospectus.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all
the information that you should consider before making a decision to invest in our securities. We urge you to carefully read this entire
prospectus and all applicable prospectus supplements, including the more detailed information regarding our Company, the securities being
registered hereby, as well as our consolidated financial statements, the notes to the consolidated financial statements and other information
incorporated by reference from our other filings with the SEC. Investing in our securities involves a high degree of risks. Therefore,
carefully consider the risk factors set forth in Sack Parente’s most recent annual and quarterly filings with the SEC, as well
as other information in this prospectus, all applicable prospectus supplements and the documents incorporated by reference herein or
therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial
condition, as well as adversely affect the value of an investment in our securities.
Overview
We
are a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips,
and other golf-related products. In consideration of its growth opportunities in shaft technologies, in April 2022, we expanded our manufacturing
business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, MO. It is our intent to
manufacture and assemble substantially all products in the United States as is economically feasible. We anticipate expansion into golf
apparel and other golf-related product lines to enhance our growth. Our future expansions may include broadening our offerings through
mergers, acquisitions or internal developments of product lines that are complementary to our premium brand.
We
currently sell our products through the Company’s websites, resellers, and distributors in the United States, Japan, and South
Korea.
Risks
Associated with Our Business
Our
business is subject to a number of risks of which you should be aware of before making an investment decision. Some of these risks include
the following:
A
reduction in the number of rounds of golf played or in the number of golf participants could adversely affect sales.
We
may have limited opportunities for future growth in sales of golf products.
We
may face increased labor costs or labor shortages that could slow growth and adversely affect our business, results of operations and
financial condition.
Unfavorable
economic conditions, including future pandemics, inflation or otherwise, could have a negative impact on consumer discretionary spending
and therefore negatively impact our results of operations, financial condition and cash flows.
A
severe or prolonged economic downturn could adversely affect our wholesale customers’ financial condition, their levels of business
activity and their ability to pay trade obligations.
We
face intense competition in all of our markets, and if we are unable to compete effectively, it could have a material adverse effect
on our business, results of operations, financial condition and growth prospects.
If
we are unable to successfully manage the introduction of new products that perform and satisfy changing consumer preferences, it could
significantly and adversely impact financial performance and prospects for future growth.
Our
golf equipment, golf gear and other related golf business products could have a concentrated customer base. The loss of a major customer
could have a significant effect on our sales.
Our
business depends on a strong brand and related reputation, and if we are not able to build, maintain and enhance our brand or build a
strong reputation, our sales may be adversely affected.
International
political instability and terrorist activities may decrease demand for our products and disrupt our business.
Our
business could be harmed by the occurrence of natural disasters, pandemic diseases, or other emergencies.
Our
business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and
stock price.
Changes
in equipment standards under applicable Rules of Golf could adversely affect our business.
Our
sales and business could be materially and adversely affected if professional athletes, celebrities and other endorsers do not endorse
or use our products.
Any
significant changes in U.S. trade or other policies that block, or restrict imports or increase import tariffs could have a material
adverse effect on results of operations.
Our
current senior management team and other key executives are critical to our success, and the loss of, and failure to adequately replace,
any individual executive, or manager, could significantly harm our business.
We
are exposed to risks associated with doing business globally and manufacturing in the USA.
We
have international sales and international supply chains where unfavorable changes in foreign currency exchange rates could have a significant
negative impact on our results of operations.
Any
difficulties from strategic acquisitions or strategic partnerships we pursue or consummate could adversely affect business, financial
condition and our results of operations.
If
we inaccurately forecast demand for our products, we may manufacture either insufficient or excess quantities, which, in either case,
could adversely affect our financial performance.
Our
planned international business expansions could adversely affect results if they fail to successfully transition and grow revenue.
We
depend on single source or a limited number of suppliers for some of the components of in our products, and the loss of any of these
suppliers could harm our business.
A
significant disruption in the operations of our assembly and golf shaft manufacturing facilities could have a material adverse effect
on our sales, profitability and results of operations.
A
disruption in the service or a significant increase in the cost of our primary delivery and shipping services for our products and component
parts or a significant disruption at shipping ports could have a material adverse effect on our business.
The
costs and availability of finished products, product components and raw materials could affect our operating results.
We
may be subject to product warranty claims that require the replacement or repair of products sold. Such warranty claims could adversely
affect our results of operations and relationships with our customers.
Our
growth initiatives require significant capital investments and there can be no assurance we will realize a positive return on these investments.
Sales
of our products by unauthorized retailers or distributors could adversely affect our authorized distribution channels and harm our reputation.
We
rely on research and development, technical innovation and high-quality products to successfully compete.
We
rely on information systems that assist in the management of our manufacturing, inventory, distribution, engineering, sales and other
functions. If our information systems were to fail to perform these functions adequately or if we experienced an interruption in operation,
including a breach in cyber security, our business and results of operations could suffer.
Cyber-attacks,
unauthorized access to, or accidental disclosure of, consumer personally-identifiable information, that we or our vendors collect through
our websites or stores on servers may result in significant expense and negatively impact our reputation and business.
We
are subject to many federal, state, local and foreign laws, as well as other statutory and regulatory requirements, with which compliance
can be both costly and complex. Our failure to comply with, or adapt to changes in these laws or requirements, could have an adverse
impact on our business.
Regulations
related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of
certain metals used in manufacturing our products.
We
are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increased costs or restrictions
of operations in the future.
Changes
in, or any failure to comply with, data privacy laws, regulations, and standards may adversely affect our business.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, with respect to any of our securities, you should
carefully consider the information set forth in this prospectus, including under the heading “Risks Associated with our Business”
and in any applicable prospectus supplement and in the documents incorporated by reference into this prospectus, including our most recent
Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K
on file with the SEC, all of which are incorporated herein by reference, and which may be amended, supplemented or superseded from time
to time by other reports we file with the SEC in the future
The
risks included in this prospectus, the applicable prospectus supplement and the documents we have incorporated by reference are not the
only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could
have material adverse effects on our future results. The occurrence of any of these risks could materially adversely affect our business,
financial condition, results of operations and prospects. As a result, the value of our securities could decline and you could lose part
or all of your investment therein. Past financial performance may not be a reliable indicator of future performance and historical trends
should not be used to anticipate results or trends in future periods. Conditions that we currently deem to be immaterial may also materially
and adversely affect our business, financial condition, cash flows and results of operation. For more information, see “Information
Incorporated by Reference” in this prospectus.
THE
SECURITIES WE MAY OFFER
We
may offer shares of Common Stock and Preferred Stock, various series of debt securities, rights to purchase shares of Common Stock and
Preferred Stock, and/or warrants to purchase any such securities, either individually or in combination, up to a total dollar amount
of $25,000,000 from time to time under this prospectus, together with any applicable prospectus supplement and any related free writing
prospectuses, at prices and on terms to be determined by market conditions at the time of any offering. This prospectus provides you
with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we
will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including,
to the extent applicable:
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designation
or classification; |
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principal amount or aggregate offering price; |
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maturity; |
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original
issue discount, if any; |
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rates
and times of payment of interest or dividends, if any; |
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redemption,
conversion, exchange or sinking fund terms, if any; |
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conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange
prices or rates and in the securities or other property receivable upon conversion or exchange; |
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ranking; |
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restrictive
covenants, if any; |
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voting
or other rights, if any; and |
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important
U.S. federal income tax considerations. |
Any
applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may add, update
or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus
supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the
effectiveness of the registration statement of which this prospectus is a part.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE BY US OF OUR SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters,
we will include in the applicable prospectus supplement:
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names of those agents or underwriters; |
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applicable
fees, discounts and commissions to be paid to them; |
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details
regarding over-allotment or other options, if any; and |
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net proceeds to us. |
USE
OF PROCEEDS
Except
as described in any applicable prospectus supplement or in any related free writing prospectuses we have authorized for use in connection
with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if any,
for working capital, research and development costs, capital expenditures, and general corporate purposes, funding future acquisition
of other companies, purchasing other assets or lines of business, repurchasing Common Stock, or for any other purpose we describe in
the applicable prospectus supplement. We have not determined the amounts we plan to spend on any of these areas or the timing of these
expenditures. As a result, our management will have broad discretion regarding the application of the net proceeds from the sale of securities
described in this prospectus.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary description of the Common Stock, which does not purport to be complete and is summarized from, and is qualified
in its entirety by reference to, our Certificate of Incorporation, and Bylaws, to which you should refer and copies of which are incorporated
herein by reference as Exhibits 3.1 and 3.2, respectively, and to the registration statement on Form S-3 of which this prospectus forms
a part. The summary below is also qualified by provisions of applicable law, including the Delaware General Corporation Law.
Common
Stock
We
are authorized to issue up to a total of 45,000,000 shares of common stock, par value $0.01 per share. Holders of our common stock are
entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no
cumulative voting rights.
Further,
holders of our common stock have no pre-emptive or conversion rights or other subscription rights. Upon our liquidation, dissolution
or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation
preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our
board of directors out of our assets which are legally available. Each outstanding share of our common stock is, and all shares of common
stock to be issued in this offering when they are paid for, will be fully paid and non-assessable.
The
holders of a majority of the shares of our common stock outstanding, represented in person or by proxy, are necessary to constitute a
quorum for the transaction of business at any meeting. Except in regards to proposals that require the approval of a majority of the
issued and outstanding shares, if a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number
of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election
of directors, which requires a plurality of the votes cast.
Preferred
Stock
Our
board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock
in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights,
voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Our board of directors, without stockholder approval, will be able to issue convertible preferred stock with voting, conversion, or other
rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued
quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting
and other rights of the holders of common stock. At present, we have no plans to issue any shares of preferred stock following this offering.
We have not issued any shares of preferred stock.
Our
board of directors will fix the designations, voting powers, rights, preferences and privileges of each series, as well as the qualifications,
limitations or restrictions thereof, of the Preferred Stock of each series that we offer under this prospectus and applicable prospectus
supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation
that describes the terms of the series of Preferred Stock we are offering before the issuance of that series of Preferred Stock. This
description will include:
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title and stated value; |
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the
number of shares being offered; |
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liquidation preference per share; |
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purchase price per share; |
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dividend rate per share, dividend period and payment dates and method of calculation for dividends; |
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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our
right, if any, to defer payment of dividends and the maximum length of any such deferral period; |
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procedures for any auction and remarketing, if any; |
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provisions for a sinking fund, if any; |
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provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
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any
listing of the Preferred Stock on any securities exchange or market; |
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whether
the Preferred Stock will be convertible into Common Stock, and the conversion rate or conversion price, or how they will be calculated,
and the exchange period; |
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voting
rights, if any, of the Preferred Stock; |
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preemption
rights, if any; |
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restrictions
on transfer, sale or other assignment, if any; |
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a
discussion of any material or special United States federal income tax considerations applicable to the Preferred Stock; |
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the
relative ranking and preferences of the Preferred Stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; |
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the
limitations on issuances of any class or series of Preferred Stock ranking senior to or on a parity with the series of Preferred
Stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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Upon
issuance, the shares of Preferred Stock will be fully paid and non-assessable.
Anti-Takeover
Provisions of Delaware Law, our Certificate of Incorporation and our Bylaws
Delaware
Law
We
are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly traded
Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date
of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed
manner. A business combination includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder.
An interested stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more
of the corporation’s voting stock, subject to certain exceptions. The statute could have the effect of delaying, deferring or preventing
a change in control of our Company.
Removal
of Directors
Our
Bylaws provide that stockholders holding at least 66-2/3% of the voting power may remove any director from office with or without cause.
Stockholders
not Entitled to Cumulative Voting
Our
Certificate of Incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the election
of directors shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote
in the election; provided, however, if the number of nominees for director exceeds the directors to be elected, directors shall be elected
by a plurality of the votes of the shares represented in person or by proxy.
Choice
of Forum
Our
Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative
action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us
arising pursuant to the DGCL, our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce, or determine
the validity of our Certificate of Incorporation or Bylaws; or any action asserting a claim against us that is governed by the internal
affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ Certificates of Incorporation has
been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
Amendment
Provisions
The
Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repair or repeal the Bylaws without any action on
the part of the stockholders. The stockholders also have the power to adopt, amend or repeal the Bylaws upon the affirmative vote of
the holders of at least 66-2/3% of the voting power.
Board
of Directors Vacancies
Our
Certificate of Incorporation and Bylaws authorize either our board of directors or stockholders holding a majority of the voting power
to fill vacant directorships. In addition, the number of directors constituting our board of directors may be set only by resolution
of the majority of the incumbent directors.
Stockholder
Action; Special Meeting of Stockholders
Our
Certificate of Incorporation and Bylaws provide that our stockholders may take action by written consent. Our Certificate of Incorporation
and Bylaws further provide that special meetings of our stockholders may be called by a majority of the board of directors or pursuant
to demands from stockholders who own, in the aggregate, at least 15% of the outstanding voting power.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our
Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice must be delivered to the secretary at our principal executive offices not later than the close of business on the 90th
day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting or the 10th day following the day on which a public announcement
of the date of such meeting is first made by us. These provisions may preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
These
provisions could discourage a potential acquirer from acquiring Sacks Parente Golf, Inc. or otherwise attempting to obtain control and
increase the likelihood that its incumbent directors and officers will retain their positions.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is VStock Transfer, LLC.
The
Nasdaq Capital Market
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SPGC”.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus,
summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell
a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement. We will also indicate
in the prospectus supplement to what extent the general terms and provisions described in this prospectus apply to a particular series
of debt securities. To the extent the information contained in the prospectus supplement differs from this summary description, you should
rely on the information in the prospectus supplement.
We
may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities
described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise
specified in the prospectus supplement, the debt securities will be our direct, unsecured obligations and may be issued in one or more
series.
The
debt securities will be issued under an indenture between us and a trustee named in the prospectus supplement. We have summarized select
portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration
statement of which this prospectus is a part, and you should read the indenture for provisions that may be important to you. Capitalized
terms used in the summary and not defined in this prospectus have the meanings specified in the indenture.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or
determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture.
The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including
any pricing supplement or term sheet).
The
indenture would not limit the amount of debt securities that we may issue under it. Debt securities issued under the indenture may be
in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus
supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered, the aggregate principal
amount and the following terms of the debt securities, if applicable:
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title and ranking of the debt securities (including the terms of any subordination provisions); |
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price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
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limit on the aggregate principal amount of the debt securities; |
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date or dates on which the principal on a particular series of debt securities is payable; |
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the
rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity,
commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from
which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the
interest payable on any interest payment date; |
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the
place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment),
where the debt securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands
to us in respect of the debt securities may be delivered; |
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the
period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities; |
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any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option
of a holder of debt securities and the period or periods within which, the price or prices at which and the terms and conditions
upon which the debt securities of a particular series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
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the
dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities
and other detailed terms and provisions of these repurchase obligations; |
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the
denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
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whether
the debt securities will be issued in the form of certificated debt securities or global debt securities; |
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the
portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the
principal amount; |
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the
currency of denomination of the debt securities, which may be U.S. dollars or any foreign currency, and if such currency of denomination
is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; |
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the
designation of the currency, currencies or currency units in which payment of principal of, and premium and interest on, the debt
securities will be made; |
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if
payments of principal of, or premium or interest on, the debt securities will be made in one or more currencies or currency units
other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these
payments will be determined; |
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the
manner in which the amounts of payment of principal of, and premium, if any, and interest on, the debt securities will be determined,
if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index; |
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any
provisions relating to any security provided for the debt securities; |
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any
addition to, deletion of or change in the events of default described in this prospectus or in the indenture with respect to the
debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the
debt securities; |
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any
addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
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any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
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the
provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion
or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment
of the conversion or exchange price and provisions affecting conversion or exchange; |
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any
other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series,
including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the
securities; and |
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whether
any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination,
if any, of such guarantees. |
We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of
acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the material U.S. federal
income tax considerations applicable to any of these debt securities in the applicable prospectus supplement.
If
we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units,
or if the principal of, and premium, if any, and interest on, any series of debt securities is payable in a foreign currency or currencies
or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations,
specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign
currency unit or units in the applicable prospectus supplement.
Transfer
and Exchange
Each
debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company (“DTC”
or the “Depositary”) or a nominee of the Depositary (we will refer to any debt security represented by a global debt security
as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security
represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement.
Except as set forth under the heading “Legal Ownership of Securities” below, book-entry debt securities will not be issuable
in certificated form.
Certificated
Debt Securities
You
may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the
indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
You
may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated
debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the
trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global
Debt Securities and Book-Entry System
Each
global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary, and registered
in the name of the Depositary or a nominee of the Depositary. See the section of this prospectus entitled “Legal Ownership of Securities”
for more information.
Covenants
We
will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
No
Protection in the Event of a Change of Control
Unless
we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders
of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether
or not such transaction results in a change in control) that could adversely affect holders of debt securities.
Consolidation,
Merger and Sale of Assets
We
may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to,
any person (a “successor person”) unless:
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we
are the surviving corporation or the successor person (if other than Sacks Parente Golf, Inc.) is a corporation organized and validly
existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under
the indenture; |
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immediately
after giving effect to the transaction, no default or event of default, shall have occurred and be continuing; and |
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certain
other conditions are met. |
Notwithstanding
the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us.
Events
of Default
An
“event of default” means with respect to any series of debt securities, any of the following:
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default
in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default
for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior
to the expiration of the 30-day period); |
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default
in the payment of principal of any debt security of that series at its maturity; |
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default
in the performance or breach of any other covenant or warranty by us in the indenture or any debt security (other than a covenant
or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series),
which default continues uncured for a period of 60 days after we receive written notice from the trustee or Sacks Parente Golf, Inc.
and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities
of that series as provided in the indenture; |
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certain
voluntary or involuntary events of bankruptcy, insolvency or reorganization of Sacks Parente Golf, Inc.; or |
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any
other event of default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. |
No
event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of certain events of
default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries
outstanding from time to time.
We
will provide the trustee written notice of any default or event of default within 30 days of becoming aware of the occurrence of such
default or event of default, which notice will describe in reasonable detail the status of such default or event of default and what
action we are taking or propose to take in respect thereof.
If
an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee
or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing
to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities
of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued
and unpaid interest, if any, on all debt securities of that series. In the case of an event of default resulting from certain events
of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on
all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the
trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities
of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders
of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all events
of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series,
have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities
that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence of an event of default.
The
indenture provides that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless
the trustee receives indemnity satisfactory to it against any cost, liability or expense that might be incurred by it in performing such
duty or exercising such right or power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that
series.
No
holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the
indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
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that
holder has previously given to the trustee written notice of a continuing event of default with respect to debt securities of that
series; and |
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the
holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and
offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee
has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series
a direction inconsistent with that request and has failed to institute the proceeding within 60 days. |
Notwithstanding
any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment
of the principal of, and premium and any interest on, that debt security on or after the due dates expressed in that debt security and
to institute suit for the enforcement of payment.
The
indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with
the indenture. If a default or event of default occurs and is continuing with respect to the securities of any series and if it is known
to a responsible officer of the trustee, the trustee shall mail to each holder of the securities of that series notice of a default or
event of default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such default
or event of default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any
default or event of default (except in payment on any debt securities of that series) with respect to debt securities of that series
if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.
Modification
and Waiver
We
and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder
of any debt security:
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to
cure any ambiguity, defect or inconsistency; |
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to
comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; |
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to
provide for uncertificated securities in addition to or in place of certificated securities; |
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to
add guarantees with respect to debt securities of any series or secure debt securities of any series; |
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to
surrender any of our rights or powers under the indenture; |
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to
add covenants or events of default for the benefit of the holders of debt securities of any series; |
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to
comply with the applicable procedures of the Depositary; |
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to
make any change that does not adversely affect the rights of any holder of debt securities; |
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to
provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the
indenture; |
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to
effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the
provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
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to
comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act
of 1939. |
We
may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding
debt securities of each series affected by the modification or amendment. We may not make any modification or amendment without the consent
of the holders of each affected debt security then outstanding if that amendment would:
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reduce
the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
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reduce
the rate of or extend the time for payment of interest (including default interest) on any debt security; |
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reduce
the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed
for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
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reduce
the principal amount of discount securities payable upon acceleration of maturity; |
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waive
a default or event of default in the payment of the principal of, or premium or interest on, any debt security (except a rescission
of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the outstanding
debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
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make
the principal of, or premium or interest on, any debt security payable in a currency other than that stated in the debt security; |
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make
any change to certain provisions of the indenture relating to, among other things, the right of the holders of debt securities to
receive payment of the principal of, and premium and interest on, those debt securities and to institute suit for the enforcement
of any such payment and to waivers or amendments; or |
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waive
a redemption payment with respect to any debt security. |
Except
for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders
of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all of the debt securities
of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment
of the principal of, or any interest on, any debt security of that series; provided, however, that the holders of a majority in principal
amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment
default that resulted from the acceleration.
Defeasance
of the Debt Securities and Certain Covenants in Certain Circumstances
Legal
Defeasance
The
indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from
any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon
the deposit with the trustee, in trust, of cash and/or U.S. government obligations or, in the case of debt securities denominated in
a single currency other than U.S. dollars, cash and/or government obligations of the government that issued or caused to be issued such
currency, that, through the payment of interest and principal in accordance with their terms, will provide cash in an amount sufficient
in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal of, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of that series on
the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This
discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received
from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the indenture, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance
of Certain Covenants
The
indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain
conditions:
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we
may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain
other covenants set forth in the indenture, as well as any additional covenants that may be set forth in the applicable prospectus
supplement; and |
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any
omission to comply with those covenants will not constitute a default or an event of default with respect to the debt securities
of that series (a “covenant defeasance”). |
The
conditions include:
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depositing
with the trustee cash and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other
than U.S. dollars, cash and/or government obligations of the government that issued or caused to be issued such currency, that, through
the payment of interest and principal in accordance with their terms, will provide cash in an amount sufficient in the opinion of
a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal
of, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of that series on the stated
maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
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delivering
to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the U.S. Internal
Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable U.S. federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities
of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related
covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times
as would have been the case if the deposit and related covenant defeasance had not occurred. |
No
Personal Liability of Directors, Officers, Employees or Stockholders
None
of our past, present or future directors, officers, employees or stockholders, as such, will have any liability for any of our obligations
under the debt securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation.
By accepting a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration
for the issue of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities
laws, and it is the view of the SEC that such a waiver is against public policy.
Governing
Law
The
indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the debt securities,
will be governed by the laws of the State of New York.
The
indenture provides that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to the indenture, the debt securities or the transactions contemplated thereby.
The
indenture provides that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated
thereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the
State of New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance
of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The
indenture further provides that service of any process, summons, notice or document by mail (to the extent allowed under any applicable
statute or rule of court) to such party’s address set forth in the indenture will be effective service of process for any suit,
action or other proceeding brought in any such court. The indenture further provides that we, the trustee and the holders of the debt
securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead or
claim any such suit, action or other proceeding has been brought in an inconvenient forum.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of shares of Common Stock or Preferred Stock or for the purchase of debt securities. We may issue
warrants independently or together with other securities, and the warrants may be attached to or separate from any offered securities.
If a series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant
agent, we will so specify in the applicable prospectus supplement.
The
following summary of the material terms of the warrants and warrant agreements is subject to, and qualified in its entirety by reference
to, all of the provisions of the warrants and any warrant agreement applicable to a particular series of warrants. The terms of any warrants
offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the complete warrants and any warrant agreements that contain the terms of the warrants.
The
material terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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the
number of shares of Common Stock or Preferred Stock purchasable upon the exercise of warrants to purchase such shares and the price
at which such number of shares may be purchased upon exercise; |
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a
summary of the terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of Preferred
Stock purchasable upon exercise of warrants to purchase Preferred Stock as set forth in the certificate of designations for such
series of Preferred Stock; |
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the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants; |
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the
date, if any, on and after which the warrants and the related debt securities, Preferred Stock or Common Stock will be separately
transferable; |
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the
terms of any rights to redeem or call the warrants; |
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the
date on which the right to exercise the warrants will commence and the date on which the right will expire; |
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the
material U.S. federal income tax consequences applicable to the warrants; and |
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any
additional material terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement
of the warrants. |
Holders
of equity warrants will not be entitled:
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to
vote, consent or received dividends; |
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receive
notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or |
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exercise
any rights as stockholders of Sacks Parente Golf, Inc. |
Each
warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of Preferred Stock or Common
Stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify
in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the
expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations,
present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will
not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of
principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants
to purchase Common Stock or Preferred Stock are exercised, the holders of the warrants will not have any rights of holders of the underlying
Common Stock or Preferred Stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up
on the Common Stock or Preferred Stock, if any.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read
the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We will provide in a prospectus supplement the following terms of the rights being issued:
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the
date of determining the stockholders entitled to the rights distribution; |
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the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights; |
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the
exercise price; |
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the
aggregate number of rights issued; |
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred; |
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire; |
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the
method by which holders of rights will be entitled to exercise; |
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the
conditions to the completion of the offering, if any; |
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the
withdrawal, termination and cancellation rights, if any; |
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any; |
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whether
stockholders are entitled to oversubscription rights, if any; |
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any
applicable material U.S. federal income tax considerations; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights, as applicable. |
Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other
securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close
of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we will issue under a separate unit agreement. We may enter into unit agreements
with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit
agent in the applicable prospectus supplement relating to a particular series of units.
The
following description, together with the additional information included in any applicable prospectus supplement, summarizes the general
features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus
that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that
contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file each
unit agreement as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
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the
title of the series of units; |
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identification
and description of the separate constituent securities comprising the units; |
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the
price or prices at which the units will be issued; |
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
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the
material U.S. federal income tax considerations applicable to the units; and |
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any
other material terms of the units and their constituent securities. |
LEGAL
OWNERSHIP OF SECURITIES
We
may issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary
or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As discussed below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will
be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are
not obligated to do so under the terms of the securities.
As
a result, investors in book-entry securities will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds
an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities
in their own names or in “street name”. Securities held by an investor in street name would be registered in the name of
a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those
securities through an account he or she maintains at that institution.
For
securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names
the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their
customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders,
not holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the
legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street
name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has
no choice because we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we
would seek approval only from the holders, and not the indirect holders, of the securities. Whether or how the holders contact the indirect
holders is the responsibility of the holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check
with your own institution to find out:
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the
performance of third-party service providers; |
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how
it handles securities payments and notices; |
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whether
it imposes fees or charges; |
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how
it would handle a request for the holders’ consent, if ever required; |
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whether
and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the
future; |
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how
it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect
their interests; and |
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the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless
we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under the section entitled “Special Situations
When a Global Security Will Be Terminated” in this prospectus. As a result of these arrangements, the depositary, or its nominee,
will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own
only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest
in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations for Global Securities
The
rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial institution
and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global security.
If
securities are issued only in the form of a global security, an investor should be aware of the following:
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an
investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her
interest in the securities, except in the special situations described below; |
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an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as described above; |
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an
investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form; |
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an
investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the
securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating
to an investor’s interest in a global security; |
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we
and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership
interests in a global security, nor do we or any applicable trustee supervise the depositary in any way; |
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the
depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its
book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a
global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for
the actions of any intermediary.
Special
Situations When a Global Security Will Be Terminated
In
a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be the responsibility
of the investor. Investors must consult their own banks or brokers to learn how to have their interests in securities transferred to
their own names so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless
we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
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if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 90 days; |
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we notify any applicable trustee that we wish to terminate that global security; or |
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if
an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or
any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell the securities offered by this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers.
The securities may be distributed from time to time in one or more transactions:
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a fixed price or prices, which may be changed; |
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market prices prevailing at the time of sale; |
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prices related to such prevailing market prices; or |
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negotiated prices. |
Each
time that we sell securities offered by this prospectus, we will provide a prospectus supplement or supplements that will describe the
method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the
securities and the proceeds to us.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities,
including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse
those persons for certain expenses.
Any
Common Stock issued by us under this prospectus will be listed on The Nasdaq Capital Market, but any other securities may or may not
be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments
or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to
them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market
or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers
participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions.
The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
TroyGould
PC, Los Angeles, California, has issued an opinion regarding certain legal matters relating to the issuance of the securities offered
by this prospectus on behalf of Sacks Parente Golf, Inc. Additional legal matters may be passed upon for us, or any underwriters, dealers
or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of Sacks Parente Golf, Inc. appearing in Sacks Parente Golf, Inc.’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 have been audited by Weinberg & Company, P.A., an independent registered public accounting
firm, as stated in their report thereon, which includes an explanatory paragraph as to the Company’s ability to continue as a going
concern. Such financial statements have been incorporated herein by reference in reliance on such report given on the authority of such
firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at http://www.sec.gov
that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically
with the SEC. This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities
Act, and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with
the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete
description of any statement referring to any contract or other document. You may access the registration statement of which this prospectus
forms a part by visiting http://www.sec.gov.
We
also maintain a website at www.sacksparente.com, through which you can access our SEC filings free of charge. The information set forth
on our website is not part of this prospectus. The reference to our website address does not constitute incorporation by reference of
the information contained on our website.
INFORMATION
INCORPORATED BY REFERENCE
The
rules of the SEC allow us to “incorporate by reference” into this prospectus information that we have filed with the SEC
under the Commission File No. 001-41701. This means we can disclose important information to you without actually including the specific
information in this prospectus by referring you to SEC filings that contain that information. The information incorporated by reference
is considered to be a part of this prospectus, provided that it will be automatically updated and superseded by information that we file
later with the SEC. This prospectus incorporates by reference the documents listed below:
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 18, 2024; |
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Our
Quarterly Reports on Form 10-Q, as filed with the SEC on April 30, 2024, and August 5, 2024; |
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Our
Current Reports on Form 8-K, as filed with the SEC on January
4, 2024, January
9, 2024, March
18, 2024, April
4, 2024, April
30, 2024, May
10, 2024, May
14, 2024, June
5, 2024, July
24, 2024, July
26, 2024, August
15, 2024, August
26, 2024 and September 9, 2024; |
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Our
Information Statement on Form 14-C, as filed with the SEC on June 27, 2024; |
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the
description of the Common Stock incorporated by reference to our Registration Statement on Form S-1 that was filed with the SEC on
August 5, 2022, including any amendment or report filed for the purpose of updating such description; and |
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all
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents. |
Notwithstanding
the foregoing, we are not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed
to have been furnished to, rather than filed with, the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or
any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the
statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
We
will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written
or oral request of any such person, a copy of any or all of the documents that has been or may be incorporated by reference into this
prospectus (excluding certain exhibits to the documents) at no cost. Any such request to us may be made by writing or telephoning our
Investor Relations department at the following address and telephone number:
551
Calle San Pablo
Camarillo,
California 93012
Telephone:
(855) 774-7888
You
may also access these documents on our website, www.sacksparente.com. The information contained on, or that can be accessed through,
our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Shares
of Common Stock
Pre-Funded Warrants to purchase Shares of Common Stock
SACKS
PARENTE GOLF, INC.
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| PRELIMINARY
PROSPECTUS SUPPLEMENT |
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Aegis
Capital Corp.
October 10,
2024
Sacks Parente Golf (NASDAQ:SPGC)
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