TruGolf Holdings, Inc.

Current report

The conversion price of our Series A Preferred Stock is subject to adjustment in certain circumstances, including (i) if we sell Class A common stock or equivalents at a price below the then-current conversion price (subject to certain exceptions), (ii) on each six-month anniversary of issuance (each, a “Reset Date”) if the conversion price then in effect exceeds the closing price of the Class A common stock on such date, and (iii) upon stock splits, stock dividends, or similar recapitalization events. The most recent Reset Date was April 22, 2026, resulting in a Reset Price of $2.76. The next Reset Date will be October 22, 2026. Upon conversion, we must issue to the holders Class A common stock representing all dividends that would otherwise have accrued on such Series A Preferred through the five-year anniversary of issuance, and this amount converts at a price equal to the lesser of the conversion price, or 90% of the lowest VWAP of Class A common stock during the five trading days prior to conversion (subject to a floor price). In addition, if the floor price exceeds 90% of the five-day VWAP, the stated value of the Series A Preferred is subject to increase. If the conversion price of the Series A Preferred decreases or the stated value of the Series A Preferred increases, the number of shares underlying the Series A Preferred Stock will increase, materially diluting our stockholders. See Note 6 – Stockholders’ Equity - Series A Convertible Preferred Stock for further details.

Current report

Recent Sales of Unregistered Securities

Current report

There are no transactions that have not been previously reported in a Current Report on Form 8-K or in our prior filings.

Current report

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Current report

On May 25, 2025, our Board approved the adoption of a stock repurchase program (the “2025 Repurchase Program”), which ends on May 28, 2026. Under the 2025 Repurchase Program, the Company could purchase up to $2 million worth of shares of its Common Stock, with no shares exceeding a price of $2.00 per share, from time to time in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or otherwise in accordance with applicable securities laws and other requirements. The 2025 Repurchase Program did not obligate the Company to repurchase any dollar amount or number of shares of Common Stock. We purchased a total of 439,208 shares of our Common Stock under the 2025 Repurchase Program for $346,503.

Current report

The following table presents details of our share repurchase transactions during the first three months of 2026:

Current report

Not applicable.

Previous report

We have in the past failed to maintain compliance with all applicable continued listing requirements of the Nasdaq Stock Market, and if we fail to maintain compliance with all applicable continued listing requirements of the Nasdaq Capital Market in the future, we will not be afforded traditional cure periods under Nasdaq rules and our Class A common stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our common stock.

Previous report

On August 19, 2024, we received a delist notice from the Staff of Nasdaq notifying us that the listing of our Class A common stock was not in compliance with the minimum market value of publicly held securities requirement and the minimum shareholders’ equity requirement set forth in Nasdaq Listing Rules. On November 5, 2024, we received a delist notice from the Staff of Nasdaq notifying us that the listing of our Class A common stock was not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rules.

Previous report

We requested a hearing before a Nasdaq hearing panel (the “Panel”) to present a plan to regain compliance with all the continued listing requirements of Nasdaq and such hearing was held May 15, 2025. On May 30, 2025, the Panel provided us an exception with various milestones to regain compliance, including with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) until July 8, 2025 and the minimum shareholders’ equity requirement until July 30, 2025. In addition, the Panel directed that the listing of our Class A common stock be transferred to the Nasdaq Capital Market, effective at the open of business on June 3, 2025.

Previous report

On July 17, 2025, the Staff confirmed that we had regained compliance with the Bid Price Rule as required by the Panel’s decision. On August 1, 2025, we received a letter from Nasdaq notifying us that we had demonstrated compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Panel’s decision, and, following our phase down to the Nasdaq Capital Market on June 3, 2025, we demonstrated compliance with the minimum market value of publicly held securities required by Nasdaq Listing Rule 5550(a)(5).

Previous report

Pursuant to the letter, in application of Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter. If, within that one-year monitoring period, the Staff finds us again out of compliance with the Equity Rule, notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a delist determination letter and we will have an opportunity to request a new hearing.

Previous report

Our Series A Preferred Stock provide that if, while the Series A Preferred Stock are outstanding, we sell any Class A common stock and/or Class A common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the conversion price of the Series A Preferred Stock in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series A Preferred Stock then in effect will be reduced to an amount equal to the new issuance price, and, the number of shares issuable upon conversion of the Series A Preferred Stock will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price provided for in the Series A Preferred Stock. In addition, if on any six month anniversary after the date the Series A Preferred Stock are issued (each, a “Reset Date”), the conversion price then in effect is greater than the closing price of the Class A common stock as of such applicable Reset Date (each, a “Reset Price”), immediately after the close of trading on such applicable Reset Date the conversion price shall automatically lower to the Reset Price. Pursuant to this provision, on October 22, 2025, the conversion price of our Series A Preferred Stock was lowered to $2.16. Finally, if at any time on or after the date of issuance there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Class A common stock, the conversion price shall be reduced to 120% of the quotient determined by dividing (x) the sum of the volume weighted average price of the Class A common stock for each of the five trading days with the lowest volume weighted average price of the Class A common stock during the fifteen consecutive trading day period ending and including the trading day immediately preceding the sixteenth trading day after such event date, divided by (y) five. If the conversion price of the Series A Preferred Stock decreases, the number of shares underlying the Series A Preferred Stock will increase, which would materially dilute the ownership of our stockholders.

Previous report

Except as previously reported by us on our Current Report on Form 8-K, during the period covered by this Quarterly Report on Form 10-Q, the Company did not sell any unregistered securities.

Previous report

On July 21, 2025, in connection with the Exchange Agreements, the Company issued an aggregate of 3,938 shares of Series A Convertible Preferred Stock to PIPE Convertible Note holders for the exchange of PIPE Convertible Notes with an aggregate principal amount of $3,938,311 (representing 100% of the remaining PIPE Convertible Notes).

Previous report

On July 21, 2025, the Company issued 5,555 shares of Series A Convertible Preferred Stock for the exercise of Series A Preferred Warrants and cash proceeds of $5 million.

Previous report

During the three months ended September 30, 2025, the Company issued an aggregate of 505,434 shares of Class A Common Stock with a fair value of $6.31 per share for the conversion of 3,189 shares of Series A Convertible Preferred Stock.

Previous report

During the three months ended September 30, 2025, the Company issued an aggregate of 578,468 shares of Class A Common Stock with fair values ranging from $3.50 - $5.36 per share to Series A Convertible Preferred Share holders in lieu of cash for unpaid dividends.

Previous report

The transactions described above were undertaken in reliance upon exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

Previous report

None.