Sacks Parente Golf, Inc. Announces Pricing of Upsized $8.4 Million Underwritten Public Offering

Rhea-AI Summary

Sacks Parente Golf (NASDAQ: SPGC) has announced the pricing of an upsized underwritten public offering expected to generate approximately $8.4 million in gross proceeds. The offering consists of 7,000,000 Common Units priced at $1.20 per unit (or $1.199 for Pre-Funded Units). Each unit includes one share of Common Stock (or Pre-Funded Warrant), one Series A Common Warrant, and one Series B Common Warrant.

The Series A Warrants have an exercise price of $2.40 and a 60-month term, while Series B Warrants share the same exercise price with a 30-month term. Both warrant series are exercisable following stockholder approval. Aegis Capital Corp. serves as the sole book-running manager and has a 45-day option to purchase up to 15% additional shares and warrants. The offering is expected to close around December 13, 2024.

Positive

• Secured $8.4 million in gross proceeds through public offering
• Multiple warrant structures provide potential additional capital through exercise
• 15% over-allotment option could increase total proceeds

Negative

• Significant dilution for existing shareholders through 7,000,000 new units
• Offering price of $1.20 per unit may pressure current stock value
• Additional dilution possible through warrant exercises
• Requires stockholder approval for warrant exercises

Insights

Financial Analyst

This $8.4 million upsized public offering represents a significant capital raise for Sacks Parente Golf, though it comes with considerable dilution potential through multiple warrant structures. The offering's complex structure includes Common Units at $1.20 each, combining shares with both Series A and Series B warrants exercisable at $2.40. The warrant exercise prices at double the offering price suggest some optimism about future value, but also indicate significant financing pressure.

The Pre-Funded Warrant structure provides immediate capital while giving investors flexibility in timing their full equity position. However, the dilutive impact could be substantial if all warrants are exercised, potentially tripling the share count. The pricing below the company's current market cap signals challenging market conditions and suggests possible working capital constraints that necessitated this financing.

Market Research Analyst

The timing and structure of this offering reveal important market dynamics. The inclusion of two separate warrant series with different exercise periods (30 and 60 months) indicates a strategic approach to future funding needs while attempting to maintain investor interest. The $2.40 warrant strike price, representing a 100% premium to the unit price, suggests management's confidence in future growth potential despite current market challenges.

The 45-day over-allotment option granted to Aegis provides additional flexibility but could lead to further dilution. For a small-cap company in the golf equipment sector, this financing structure reflects current market realities where investors demand more favorable terms and additional upside potential through warrants to compensate for risk.

CAMARILLO, CA, Dec. 12, 2024 (GLOBE NEWSWIRE) -- Sacks Parente Golf, Inc. (NASDAQ: SPGC) (the “Company”), a technology-forward golf company with a growing portfolio of golf products, including putters, golf shafts, golf grips, and other golf-related accessories, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $8.4 million, before deducting underwriting fees and other estimated offering expenses payable by the Company.

The offering consists of 7,000,000 Common Units (or Pre-Funded Units), each consisting of one (1) share of Common Stock or one (1) Pre-Funded Warrant to purchase one (1) share of Common Stock, one (1) Series A Common Warrant to purchase one (1) share of Common Stock per warrant, and one (1) Series B Common Warrant to purchase one (1) share of Common Stock per warrant. The public offering price per Common Unit is $1.20 (or $1.199 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $2.40 per share of Common Stock. The Series A Common Warrants are exercisable following stockholder approval and expire 60 months thereafter. The initial exercise price of each Series B Common Warrant is $2.40 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Common Warrants are exercisable following stockholder approval and expire 30 months thereafter.

In addition, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase additional shares of Common Stock representing up to 15.0% of the number of shares of Common Stock, up to 15.0% of the number of Series A Common Warrants, and up to 15.0% of the number of Series B Common Warrants, respectively, sold in the offering, solely to cover over-allotments, if any. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Unit.

Aggregate gross proceeds to the Company are expected to be approximately $8.4 million. The transaction is expected to close on or about December 13, 2024, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. TroyGould is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

A registration statement on Form S-1 (No. 333-283460) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2024 was declared effective by the SEC on December 11, 2024. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sacks Parente Golf, Inc.

Sacks Parente Golf, Inc. is a technology-forward golf company that help golfers elevate their game. With a growing portfolio of golf products, including putters, golf shafts, golf grips, and other golf-related accessories, the Company’s innovative accomplishments include: the First Vernier Acuity putter, patented Ultra-Low Balance Point (ULBP) putter technology, weight-forward Center-of-Gravity (CG) design, and pioneering ultra-light carbon fiber putter shafts.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Tel: (855) 774-7888, Option 8
investors@sacksparente.com

FAQ

What is the size and price of SPGC's December 2024 public offering?

SPGC's December 2024 public offering consists of 7,000,000 Common Units priced at $1.20 per unit, expecting to raise approximately $8.4 million in gross proceeds.

What are the terms of SPGC's Series A and B Warrants in the December 2024 offering?

Both Series A and B Warrants have an exercise price of $2.40. Series A Warrants expire after 60 months, while Series B Warrants expire after 30 months, both requiring stockholder approval for exercise.

When is SPGC's December 2024 public offering expected to close?

The public offering is expected to close on or about December 13, 2024, subject to customary closing conditions.

How will SPGC use the proceeds from its December 2024 offering?

SPGC plans to use the net proceeds from the offering for general corporate purposes and working capital.

What is the over-allotment option in SPGC's December 2024 offering?

Aegis Capital Corp. has a 45-day option to purchase up to 15% additional shares and warrants to cover over-allotments.