Welcome to our dedicated page for TruGolf Holdings SEC filings (Ticker: TRUG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The TruGolf Holdings, Inc. (NASDAQ: TRUG) SEC filings page on Stock Titan provides direct access to the company’s official disclosures as filed with the U.S. Securities and Exchange Commission. TruGolf is a smaller reporting company and emerging growth company that files registration statements, current reports, and periodic financial statements detailing its operations in golf simulator software and hardware, launch monitors, and indoor golf technologies.
Through this page, readers can review registration statements on Form S-1/A, where TruGolf describes its capital structure, the registration of Class A common stock underlying Series A Convertible Preferred Stock, and the background of PIPE Convertible Notes and related warrants. These filings outline how TruGolf has exchanged notes and warrants into preferred stock and equity, and how selling securityholders may resell registered shares over time.
TruGolf’s Form 8-K current reports provide insight into material events, including Nasdaq listing matters, reverse stock split actions, and significant financing transactions. For example, the company has filed 8-Ks describing deficiency and delist notices from Nasdaq, its transfer to the Nasdaq Capital Market, and subsequent confirmation that it regained compliance with minimum bid price, equity, and market value requirements. Other 8-Ks discuss a one-for-fifty reverse stock split, exchanges of outstanding notes into Class A and Class B common stock and Series A Preferred Stock, and the exercise of preferred warrants for cash proceeds.
Investors can also use this page to locate TruGolf’s annual and quarterly financial statements, incorporated by reference into registration statements and other filings. These documents present balance sheets, statements of operations, and cash flow information that reflect revenue from golf technology products, gross margins, operating expenses, and net income or loss.
Stock Titan enhances these filings with AI-powered summaries that explain key points in clear language, helping users quickly understand complex capital structure changes, reverse stock split mechanics, and listing compliance discussions. Real-time updates from EDGAR, along with access to ownership-related disclosures such as preferred stock designations and warrant terms, make this page a central resource for analyzing TRUG’s regulatory history and ongoing reporting obligations.
TruGolf Holdings, Inc. (TRUG) amended its Acquisition Agreement for the planned amalgamation of wholly owned subsidiary 18141991 Canada Inc. with Polymath Research Inc., after which the combined entity will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of Class A shares outstanding immediately before closing, plus newly designated Series C preferred stock.
The amendment fixes the number of Series C shares at the “Series C Preferred Value” (a portion of a $140,000,000 reference amount) divided by the $1,000 stated value per share. Each Series C share is convertible into Class A common stock at a conversion ratio based on a $3.94 conversion price, with automatic conversion after required stockholder approval and, if required, Nasdaq approval.
Until Nasdaq approval, aggregate ownership from converting Series C cannot exceed 19.99% of post-conversion Class A shares, with any excess shares deemed void. The Series C carries dividends on an as-converted basis, no general voting rights, priority and parity rights in liquidation relative to other classes, strong protective voting rights, and restrictive negative covenants on additional issuances, indebtedness, asset sales, business changes and certain transactions while any Series C remains outstanding.
TruGolf Holdings, Inc. (TRUG) entered into a legally binding Memorandum of Understanding on August 25, 2026 with Tru Golf Canada Inc. as its exclusive master distributor and strategic platform partner for a defined Territory. The MOU governs the relationship while the parties negotiate a definitive long-form agreement in good faith within 45 days and will automatically terminate if no definitive agreement is executed within 180 days of the Effective Date, unless extended in writing.
The initial term of the distributor arrangement is five years from the Effective Date, subject to earlier termination. The Territory includes Indigenous Community Channel opportunities throughout Canada, the Thompson Okanagan Territory in British Columbia, exclusive rights to all Hard Rock opportunities in Oklahoma, global opportunities associated with the Hard Rock brand owned by the Seminole Nation, and Canadian-Originated Opportunities registered by the distributor and accepted by TruGolf. The distributor’s rights in this Territory are exclusive except for certain specified accounts. There are no minimum purchase or sales targets in the first 12 months; from the second year, objective performance targets will be set, and failure to meet them may convert affected portions of the Territory from exclusive to non-exclusive status rather than termination.
TruGolf Holdings, Inc. (TRUG) reported that on August 24, 2026 it used, and posted to its website, a corporate investor presentation furnished as Exhibit 99.1. The presentation, dated August 2026, is provided under a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” under the Exchange Act and Securities Act unless later specifically incorporated by reference.
The company’s common stock, par value $0.0001 per share, is listed on The Nasdaq Stock Market LLC under the symbol TRUG. The Form 8-K was signed on behalf of TruGolf Holdings, Inc. by Chief Financial Officer Steven Passey.
TruGolf Holdings, Inc. (TRUG) reported that Nasdaq notified the company on August 19, 2026 that its stockholders’ equity was $2,060,281 as of June 30, 2026, below the Nasdaq Capital Market minimum of $2,500,000 required by Listing Rule 5550(b)(1)(A). The Class A common stock continues to trade on Nasdaq under the symbol TRUG while TruGolf has 45 days, until October 5, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company could receive up to 180 days, until February 15, 2027, to demonstrate compliance, with appeal rights if a plan is not accepted.
The company also describes previously announced transactions related to its planned acquisition of Polymath Research Inc. through a Canadian amalgamation, which would create a wholly owned subsidiary. In connection with this, TruGolf entered into a Waiver and Exchange Agreement with certain Series A preferred stockholders, including a reset of the Series A conversion price to $1.00 per share. Between August 18–21, 2026, Series A preferred stock with $1,525,000 stated value converted into 2,688,750 Class A shares. As of August 21, 2026, about $4.4 million of Series A stated value remains outstanding, which if fully converted (including make-whole amounts) would result in approximately 7.69 million additional Class A shares, compared with 4,572,458 Class A shares outstanding on that date. The company notes there is no assurance it will regain or maintain Nasdaq listing compliance.
TruGolf Holdings, Inc. entered into an Acquisition Agreement to acquire Canadian tokenization company Polymath Research Inc. via an amalgamation, after which the combined entity (“Amalco”) will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of TruGolf’s Class A shares outstanding immediately before closing, plus newly created Series C convertible preferred stock based on a $140,000,000 reference amount minus the value of the common stock issued.
Closing depends on a concurrent preferred equity financing providing at least $3,000,000 in stated value and other Nasdaq and regulatory conditions, including a minimum $10,000,000 market value of listed securities for ten consecutive trading days. TruGolf will also exchange certain Series A preferred warrants for new Series B preferred warrants exercisable at $900 per share of Series B preferred stock, which carries a stated value of $1,000 and converts into Class A common stock at an initial $1.00 conversion price with anti-dilution features. Series C preferred stock will automatically convert to Class A common stock at a $0.9695 conversion price after required stockholder and, if needed, Nasdaq approvals, subject to strict 19.99% ownership caps and extensive negative covenants.
TruGolf Holdings, Inc. reported higher revenue but continued losses for the quarter ended June 30, 2026. Quarterly revenue rose to $5.8 million from $4.3 million a year earlier, with gross profit increasing to $3.5 million. Net loss narrowed to $0.4 million from $3.3 million, helped by lower interest expense after prior-period debt exchanges.
For the first six months of 2026, revenue was $10.8 million and net loss $1.9 million, versus $9.7 million and $6.0 million in 2025. Cash and restricted cash totaled $8.5 million with a working capital deficit of $2.3 million and operating cash use of $1.4 million. The company continues to convert Series A Convertible Preferred Stock into Class A shares, which, along with reset features, can increase dilution. Management reports a continuing material weakness in internal control over financial reporting, and notes Nasdaq bid-price noncompliance risk and a newly filed putative securities class and derivative action, which it states it intends to defend.
TruGolf Holdings, Inc. disclosed that its Chief Financial Officer, Steven K. Passey, has filed an initial Form 3 ownership report. This filing establishes his status as an executive officer subject to insider reporting rules but does not list any specific stock or option transactions.
TruGolf Holdings, Inc. reported first-quarter 2026 results with continued losses but a smaller deficit than a year earlier. Net revenue was $5,020,262, down modestly from $5,237,825, while net loss improved to $1,447,294 from $2,670,322.
Gross profit fell to $2,682,996 as cost of revenue rose, but operating expenses declined to $3,977,575, helped by greater capitalization of software development. TruGolf ended March 31, 2026 with cash, cash equivalents and restricted cash of $10,936,670 and a working capital deficit of $1,282,452.
The company completed a 1‑for‑10 reverse stock split and continues to rely on complex Series A Convertible Preferred Stock, which carries reset and make-whole features that can materially increase dilution. Disclosure controls and procedures remained ineffective due to a previously identified material weakness in internal control over financial reporting.
TruGolf Holdings, Inc. submitted a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states it needs additional time to complete certain items in the financial statements and invoked the Rule 12b-25 standard that the delay could not be cured "without unreasonable effort or expense."
TruGolf Holdings, Inc. has appointed Steven Passey as Chief Financial Officer, effective May 15, 2026, under a new employment letter. His initial annual base salary is $225,000 for the first three months, rising to $250,000 thereafter, with eligibility for annual equity grants under the company’s stock incentive plans.
He will receive standard executive benefits and expense reimbursement. Passey, age 64, brings prior CFO and senior finance experience across several companies in energy, medical devices, multilevel marketing, and services, and is a Certified Public Accountant with an accounting degree from the University of Utah.