Sacks Parente Golf Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on November [__], 2024.

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SACKS PARENTE GOLF, INC.

(Exact name of registrant as specified in its charter)

551 Calle San Pablo

Camarillo, California 93012

(855) 774-7888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregor Campbell

Chief Executive Officer

551 Calle San Pablo

Camarillo, California 93012

(855) 774-7888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the SEC is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated November [___], 2024

PRELIMINARY PROSPECTUS

SACKS PARENTE GOLF, INC.

[_____] Common Units, each consisting of [ ] shares of Common Stock, Series A Warrants and Series B Warrants and/or

[] Pre-Funded Units consisting of Pre-Funded Warrants, Series A Warrants and Series B Warrants (and [] to purchase up to [___] shares of Common Stock underlying the Pre-Funded Warrants)

Up to [_____] shares of Common Stock underlying the Series A Warrants

Up to [_____] shares of Common Stock Underlying the Series B Warrants

This is a firm commitment public offering of [**_____]**common units (“Common Units”) at an assumed public offering price of $[…..] per Common Unit, which is last reported sales price of our common stock on the Nasdaq Capital Market (“Nasdaq”) on December [….] 2024. Each Common Unit consists of (a) one share of our common stock, par value $0.01 per share (“common stock”), (b) one Warrant to purchase one share of our common stock at an exercise price of $[ ] per share (or 125% of the price of each Common Unit sold in the offering) which Warrant will expire on the five-year anniversary of the date of the Warrant Stockholder Approval (defined below) (the “Series A Warrants”), and (c) one Warrant to purchase one share of our common stock at an exercise price of $[ ] per share (or 125% of the price of each Common Unit sold in the offering) or pursuant to an alternative cashless exercise option, which Warrant will expire on the two and one-half-year anniversary of the date of the Warrant Stockholder Approval (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”).

Beginning on the date of the Warrant Stockholder Approval, the Series A Warrants will contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price (VWAP) for the five trading days immediately following the date we effect a reverse split with a proportionate adjustment to the number of shares underlying the Series A Warrants (a “Reverse Split Reset”). Any such adjustment will be subject to a floor price (“the Floor Price”) calculated as follows: (a) prior to the date of the Warrant Stockholder Approval, 50% of the Nasdaq Minimum Price, and (b) after the date of the Warrant Stockholder Approval, 20% of the Nasdaq Minimum Price. Nasdaq Minimum Price means the lower of the Nasdaq closing price or the average closing price for the five immediately preceding trading days, all as of the date of the Warrant Stockholder Approval. Additionally, with certain exceptions, beginning on the date of the Warrant Stockholder Approval, the Series A Warrants will provide for an adjustment to the exercise price and number of shares underlying the Series A Warrants ( the “Dilutive Adjustment”) upon our issuance of our common stock or common stock equivalents at any time after the closing of the offering, at a price per share that is less than the then-current exercise price of the Series A Warrants. Any Dilutive Adjustment will be subject to the Floor Price. Beginning on the date of the Warrant Stockholder Approval, in lieu of a cash exercise, the holder of the Series B Warrants has the right to elect to receive an aggregate number of shares of common stock equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of the Series B Warrants and (y) 2.0. Also, the Series B Warrants will provide for a Reverse Split Reset subject to the Floor Price. Additionally, effective on the 11 th trading day following the date of the Warrant Stockholder Approval, the exercise price and the number of shares underlying the Common Warrants will be reset to the then-current lowest VWAP in the period commencing on the first trading day following the date of the Warrant Stockholder Approval and ending the close of trading on the tenth trading day thereafter. Such reset will be subject to the Floor Price. With respect to all of the Common Warrants, with the consent of the holder, we may adjust the exercise price to such amount and for such time as may be agreed upon. None of the Common Warrants may be exercisable until the Warrant Stockholder Approval. Finally, until the three-month anniversary of the date of the Warrant Stockholder Approval, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock equivalence involving a variable rate transaction (as defined in the applicable Warrant).

We have agreed to hold a stockholders meeting within 60 days after the closing of this offering (and every 60 days thereafter until approval of our stockholders has been obtained (“Warrant Stockholder Approval”) to approve the following matters: (i) exercisability of the Common Warrants, (ii) removal of clause (a) of the Floor Price definition, (iii) adjustment of the exercise price and number of Common Warrants pursuant to such adjustment, (iv) the Reverse Split Reset, (v) the Dilutive Adjustment, and (vi) the voluntary adjustment provisions. In the event that we are unable to obtain the Warrant Stockholder Approval, the Common Warrants will not be exercisable, and therefore the Common Warrants will have no value. See the Risk Factor on page 16 relating to the Common Warrants and Warrant Stockholder Approval.

The public offering price per Common Unit will be determined between us and the underwriter based on market conditions at the time of pricing, and may be at a discount to the then current market price of our common stock. Therefore, the recent market price of our common stock referenced throughout this preliminary prospectus may not be indicative of the final offering price per Common Unit. The Common Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The common stock or Pre-Funded Units (as defined below) and the Common Warrants are immediately separable and will be issued separately in this offering.

Our common stock is listed on Nasdaq under the symbol “SPGC”. The closing price of our common stock on Nasdaq on December [], 2024 was $[] per share.

We are also offering to investors in Common Units that would otherwise result in the investor’s beneficial ownership exceeding 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 Prefunded Units in lieu of Common Units. Each Pre-Funded Unit consists of one pre-funded warrant (“Pre-Funded Warrant”) to purchase one share of our common stock, one Series A Warrant and one Series B Warrant. The purchase price of each Pre-Funded Unit is $.... (which is equal to the assumed public offering price per Common Unit minus $.001). Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the common stock outstanding immediately after giving effect to such exercise.. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit purchased, the number of Units including a share of common stock we are offering will be decreased on a one-for-one basis. The Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alone securities.

We have engaged Aegis Capital Corp. (the “underwriter” or “Aegis”), to act as our exclusive underwriter in connection with this offering.

There is no established trading market for the Pre-Funded Units, the Pre-Funded Warrants or the Common Warrants and we do not expect an active trading market to develop. We do not intend to list the Pre-Funded Warrants or the Common Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited.

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 16 of this prospectus before purchasing our securities.

We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriter a 45-day option to purchase up to [ ] additional shares of common stock, representing 15% of the Common Units sold in the offering (at an assumed public offering price of $[ ] per Common Unit, which is the last reported sales price of our common stock on the Nasdaq Capital Market on December [ ], 2024) and/or up to [ ] additional Pre-Funded Warrants, representing 15% of the Pre-Funded Warrants sold in the offering, and/or up to [ ] additional Series A Warrants, representing 15% of the Series A Warrants sold in the offering, and/or up to [ ] additional Series B Warrants, representing 15% of the Series B Warrants sold in the offering, on the same terms and conditions set forth above solely to cover over-allotments. The underwriter may exercise the over-allotment option with respect to shares of common stock only, Pre-Funded Warrants only, Series A Warrants only, Series B Warrants only, or any combination thereof.

The underwriter is expected to deliver the Common Units (and Pre-Funded Units, if any) on or about December [__ ], 2024, subject to the satisfaction of customary closing conditions.

Sole Underwriter

Aegis Capital Corp.

The date of this prospectus is November [__], 2024.

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